Common use of Obligations of Seller Upon Sale Clause in Contracts

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any of the documents referred to above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xi) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yii) to deliver to the Purchaser and the Trustee a computer an electronic data file containing a true and complete list of all such Mortgage Loans Loans, specifying for each such Mortgage Loan, as of the Cut-off Date, its account number those data fields as required in the Pooling and Cut-off Date Principal BalanceServicing Agreement. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with, the Trustee, as assignee of the Purchaser, or to the Custodian, on or before the Closing Date, the following documents or instruments, which documents and instruments will comply with the requirements of the Pooling and Servicing Agreement notwithstanding any provision to the contrary below: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee, 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 transfer substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Stated Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and assignment the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee, without recourse” (iv) an original copy of any intervening Assignment, showing a complete chain of assignments; (v) the original or a certified copy of the lender’s title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. With respect to up to 30% of the Mortgage Loans, the Seller shallmay deliver all or a portion of each related Mortgage File to the Trustee not later than five Business Days after the Closing Date (such Mortgage Loans, on behalf the “Delayed Delivery Mortgage Loans”). The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Purchaser, deliver to and deposit with, Trust in accordance with the Custodian, as the agent of the Trustee, the documents or instruments set forth in Section 2.01(a) terms of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assignedAgreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (xA) has not been returned from the applicable public recording office or (yB) has been lost or such 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 Trustee or the Custodian no later than the Closing Date, Date of a copy of each such document certified by the Seller in the case of (xA) above or the applicable public recording office in the case of (yB) 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Trustee or a Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that Seller shall cause the transaction set forth herein Assignments which were delivered in blank to be a sale by the Seller completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the Purchaser extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such Assignments for recording within 30 days of all the Seller’s rightClosing Date. The Seller shall furnish the Trustee, title and interest in and to the Mortgage Loans and other property described aboveor its designated agent, with a copy of each Assignment submitted for recording. In the event the transaction set forth herein that any such Assignment is deemed not to be lost or returned unrecorded because of a saledefect therein, the Seller hereby grants 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. Notwithstanding the foregoing, the Seller shall not cause to be recorded any Assignment which relates to a Mortgage Loan secured by a Mortgaged Property in California or in any other jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance (which, in the case of the Insured Certificates, shall be without regard to the Purchaser a security interest Policy); provided, however, that each Assignment shall be submitted for recording by the Seller in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property manner described above, whether now existing at no expense to the Trust Fund or hereafter createdTrustee, upon the earliest to secure all occur of: (i) direction by the Holders of the Seller’s obligations hereunder; and this Agreement shall constitute Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a security agreement under applicable law. The Seller and Master Servicer Event of Termination, (iii) the Purchaser shall, occurrence of a bankruptcy or insolvency relating to the extent consistent with this AgreementSeller, take such actions (iv) the occurrence of a servicing transfer as may be necessary to ensure that, if this Agreement were deemed to create a security interest described in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term 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, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding anything to the contrary in this Agreement., within five Business Days after the Closing Date, the Seller shall either:

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, J.P. Morgan Acceptance Corporation X, Xxxxxx Loan Servicing LP xxx X.S. Bank National Association, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB4, without recourse," or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, J.P. Morgan Acceptance Cxxxxxxxxxx I, Litton Loan Servicing LP and U.S. Xxxx National Association, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB4, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original Mortgage Insurance Certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of written notice by the Seller of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments (or within 90 days of the earlier of the Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes) or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, J.P. Morgan Acceptance Corporation X, Xxxxxx Loan Servicing LP and U.S. Xxxx Xational Association, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB4, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying Loans, specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as Trustee the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related mortgage note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by the Seller or the Company 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian Trustee 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee or 150 days following the Closing Date, in the case of missing Mortgages or Assignments (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing or defective document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance. Such file, which forms a part The file prepared by or on behalf of Schedule A to the Pooling and Servicing Agreement, Seller shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the Purchaser, the Depositor and the Issuer deliver to to, and deposit with, with the Custodian, as the agent custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date (except as noted below) the documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”) listed in Section 2.01(b) of the documents referred to above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling Transfer and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and federal income tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller and retained the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in tax ownership of the Mortgage Loans, such security interest would be deemed to be Loans through the Trust as a perfected security interest of first priority disregarded entity with the Seller as the borrower under applicable law and will be maintained as such throughout the term of the Pooling and Servicing AgreementNotes.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "MORTGAGE LOAN SCHEDULE") which forms a part of Schedule A is included as Exhibit D-1 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver to to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2002, among Credit-Based Asset Servicing and Securitization LLC, Salomon Brothers Mortgage Securities VII, Inc., Xxxxxx Loan Servicing LP and JPMorgan Chase Bank, Salomon Mortgage Loan Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2002-CB3, without recourse," or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2002, among Credit-Based Asset Servicing and Securitization LLC, Salomon Brothers Mortgage Securities VII, Inc., Xxxxxx Loan Servicing LP and JPMorgan Chase Bank, Salomon Mortgage Loan Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2002-CB3, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy (except with respect to any Mortgage Loan set forth on Exhibit D-2 of the Pooling and Servicing Agreement); (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vii) for each FHA Loan, the original Mortgage Insurance Certificate; and (viii) for each VA Loan, the original Loan Guaranty Certificate. The Seller shall within 90 days following the Closing Date, with respect to each Mortgage Loan that is subject to the provisions of the Homeownership and Equity Protection Act of 1994 place a legend on the original Mortgage Note indicating the satisfaction of the provisions of such Act and the regulations issued thereunder, to the effect that the Mortgage Loan is subject to special truth in lending rules. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2002, among Credit-Based Asset Servicing and Securitization LLC, Salomon Brothers Mortgage Securities VII, Inc., Xxxxxx Loan Servicing LP and JPMorgan Chase Bank, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2002-CB3, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records records, other than for federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A to the Pooling and Servicing Agreement, file shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the PurchaserPurchaser deliver to, deliver to and deposit with, with the Custodian, Custodian on or before the Closing Date (except as noted below) the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”): (a) the original Mortgage Note, endorsed in blank, with all intervening endorsements showing a complete chain of title from the documents referred originator of such Mortgage Loan to above the Seller; (b) the original Mortgage, with evidence of recording thereon; provided, that if the original Mortgage has as of the Closing Date been submitted delivered for recording but either (x) has not been returned from to the applicable appropriate public recording office or (y) of the jurisdiction in which the Mortgaged Property is located but has not yet been lost or returned to the Seller by such public recording office has retained the original of such documentoffice, the obligations of the Seller to shall deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a certified true copy of each such document certified by the Seller 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 Mortgage so certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or together with a copy of such document certified by the applicable public recording office to be a true and complete copy certificate of the original. If the Seller certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered recorded Mortgage to the Custodian promptly upon receipt thereof of the original recorded Mortgage; (c) the original attorney’s opinion of title or the original policy of title insurance; provided, that if any other such original documents constituting a part policy of a Mortgage File title insurance has not yet been received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage Fileby the Seller, the Seller shall may have 90 days to cure such defect or deliver such missing document delivered to the Trustee. If Custodian a copy of such policy or a title insurance binder or commitment for the Seller does not cure issuance of such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance policy; (d) originals of all rightassumption and modification agreements, title and interest to the Mortgage Loans and other propertyif any; and (e) guaranty and/or security agreement, now existing and hereafter created, conveyed to it pursuant to Section 2.01if any. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller and retained the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in tax ownership of the Mortgage Loans, such security interest would be deemed to be Loans through the Trust as a perfected security interest of first priority disregarded entity with the Seller as the borrower under applicable law and will be maintained as such throughout the term of the Pooling and Servicing AgreementNotes.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "MORTGAGE LOAN SCHEDULE") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of March 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Citigroup Mortgage Loan Trust Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, Citigroup Mortgage Loan Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB3, without recourse," or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of March 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Citigroup Mortgage Loan Trust Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, Citigroup Mortgage Loan Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB3, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original Mortgage Insurance Certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of March 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Citigroup Mortgage Loan Trust Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, Citigroup Mortgage Loan Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB3, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D-1 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note and any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2003, among Credit-Based Asset Servicing and Securitization LLC, Xxxxxxx Xxxxx Mortgage Investors, Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, Xxxxxxx Xxxxx Mortgage Investors Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3, without recourse," or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage and any riders thereto 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2003, among Credit-Based Asset Servicing and Securitization LLC, Xxxxxxx Xxxxx Mortgage Investors, Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, Xxxxxxx Xxxxx Mortgage Investors Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy (except with respect to any Mortgage Loan set forth on Exhibit D-2 of the Pooling and Servicing Agreement); (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original Mortgage Insurance Certificate. The Seller shall within 90 days following the Closing Date, with respect to each Mortgage Loan that is subject to the provisions of the Homeownership and Equity Protection Act of 1994 place or cause to be placed a legend on the original Mortgage Note indicating the satisfaction of the provisions of such Act and the regulations issued thereunder, to the effect that the Mortgage Loan is subject to special truth in lending rules. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2003, among Credit-Based Asset Servicing and Securitization LLC, Xxxxxxx Xxxxx Mortgage Investors, Inc., Xxxxxx Loan Servicing LP and U.S. Bank National Association, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying Loans, specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as Trustee the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related mortgage note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian Trustee 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 and Section 3.04 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing or defective document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee, 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 shall, on behalf aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the PurchaserPool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, deliver and the original recorded power of attorney, if the Mortgage was executed pursuant to and deposit witha power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the Custodianapplicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the agent case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "Norwest Bank Minnesota, National Association, as Trustee, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the documents original or instruments set forth a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in Section 2.01(a) its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement Agreement. The Seller shall promptly (and in no event later than 60 Business Days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans)) submit or cause to be submitted for recording, at the Seller's expense and at no expense to the Purchaser, in the appropriate public office for real property records, each Mortgage Loan so transferred Assignment referred to in Sections 2.02(iii) and assigned(iv) above. 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. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Purchaser no later than the Closing Date (or Subsequent Closing Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Seller 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 Seller, delivery to the CustodianPurchaser, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianPurchaser, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the TrusteePurchaser. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with pursuant to Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of Seller shall cause the Assignments which were delivered in blank and cause to be completed and shall cause all rightAssignments referred to in Section 2.02(iii) hereof and, title and interest to the extent necessary, in Section 2.02(iv) hereof to be recorded; PROVIDED, HOWEVER, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loans and other propertyLoan in any jurisdiction under the laws of which, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale as evidenced by an Opinion of Counsel delivered by the Seller to the Purchaser Trustee and the Rating Agencies, the recordation of all such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller’s right, title (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and interest in Servicing Agreement or (iv) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans Loans). The Seller shall furnish the Purchaser, or its designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and other property described abovethereafter cause each such Assignment to be duly recorded. In the event that any Mortgage Note is endorsed in blank as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), promptly following the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) the Seller shall cause to be completed such endorsements "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee, without recourse." The Seller shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Pooling and Servicing Agreement within two weeks of their execution; provided, however, that the Seller shall provide the Purchaser with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 270 days of its submission for recordation. In the event that the Seller cannot provide a copy of such document certified by the public recording office within such 270 day period, the Seller shall deliver to the Purchaser, within such 270 day period, an Officer's Certificate of the Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Purchaser due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Purchaser, and, upon receipt of a copy of such document certified by the public recording office, the Seller shall immediately deliver such document to the Purchaser. In the event the transaction set forth herein is deemed appropriate public recording office will not certify as to the accuracy of such document, the Seller shall deliver a copy of such document certified by an officer of the Seller to be a sale, true and complete copy of the Seller hereby grants original to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing AgreementPurchaser.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "MORTGAGE LOAN SCHEDULE") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB7, without recourse," or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB7, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original Mortgage Insurance Certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee--C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB7, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xa) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and Agreement, (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this AgreementAgreement and (c) to deliver to the Purchaser and the Trustee the ETT (as defined in the PMI Policy) with respect to the Mortgage Loans. In connection with such transfer and assignment any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Wells Fargo Bank Minnesota, N.A., ax Xxxstee, 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 shallaggregate Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance, on behalf as applicable, of which is less than or equal to 1.00% of the PurchaserPool Balance as of the Cut-off Date or the Subsequent Cut-off Date, deliver as applicable; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to and deposit witha power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the Custodianapplicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the agent case may be, certified to be a true and complete copy of the Trusteeoriginal submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to "Wells Fargo Bank Minnesota, N.A., ax Xxxstee, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the documents original or instruments set forth a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in Section 2.01(a) its general accounting records to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assignedAgreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date (or Subsequent Closing Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the TrusteePurchaser. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with pursuant to Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller shall cause the Assignments which were delivered in blank to be completed and the Purchaser shallshall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent consistent with this Agreementnecessary, take in Section 2.02(iv) hereof to be recorded; PROVIDED, HOWEVER, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the NIMs Insurer, the Trustee and the Rating Agencies on or before the Closing Date, the recordation of such actions as may be assignment is not necessary to ensure that, if this Agreement were deemed to create a security protect the Trustee's interest in the related Mortgage LoansLoan; PROVIDED, such security interest would HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment shall be deemed submitted for recording by the Seller in the manner described above, at no expense to be 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 perfected security interest Master Servicer Event of first priority under applicable law and will be maintained Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as such throughout the term of described in Section 7.02 in the Pooling and Servicing Agreement, (v) if the Seller is not the Master Servicer and with respect to any one Assignment the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. The Seller shall be required to deliver such assignments for recording within 45 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Depositor shall cause to be completed such endorsements "Pay to the order of Wells Fargo Bank Minnesota, N.A., ax Xxxstee, without recourse." The Seller shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Pooling and Servicing Agreement within two weeks of their execution; PROVIDED, HOWEVER, that the Seller shall provide the Purchaser with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 270 days of its submission for recordation. In the event that the Seller cannot provide a copy of such document certified by the public recording office within such 270 day period, the Seller shall deliver to the Purchaser, within such 270 day period, an Officer's Certificate of the Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Purchaser due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Purchaser, and, upon receipt of a copy of such document certified by the public recording office, the Seller shall immediately deliver such document to the Purchaser. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Seller shall deliver a copy of such document certified by an officer of the Seller to be a true and complete copy of the original to the Purchaser.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or the Custodian shall cause to be deposited, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note and any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of JPMorgan Chase, N.A., as Trustee under the Pooling and Servicing Agreement for the Ownit Mortgage Loan Trust, Series 2006-1, 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; (ii) the original Mortgage including any riders thereto, 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to JPMorgan Chase Bank, N.A., as Trustee under the Pooling and Servicing Agreement for the Ownit Mortgage Loan Trust, Series 2006-1, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original mortgage insurance certificate and for each VA Loan, the related VA guaranty. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall cause the Servicer to deliver such Assignments for recording within 30 days of the Closing Date. The Seller shall cause the Servicer to furnish the Trustee, or its designated agent, with a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall cause the Servicer to 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause the Servicer to cause to be completed such endorsements in the following form: "Pay to the order of JPMorgan Chase Bank, N.A., as Trustee under the Pooling and Servicing Agreement, for the Ownit Mortgage Loan Asset-Backed Certificates, Series 2006-1, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Owner Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and or at the Trustee direction of the Purchaser, to the Indenture Trustee, as applicable, a computer file containing a true and complete list of all such Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Off Date, (1) its account number and (2) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule Exhibit A to the Pooling Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of by the Mortgage LoansSeller, the Seller shallagrees to: (i) on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser or, at the direction of the Purchaser, to the Indenture Trustee (or its designee), the Mortgage Loan Schedule in computer readable format; and (ii) on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as for the agent benefit of the TrusteeIndenture Trustee and the Insurer, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any of the documents referred to above has as of the Closing Date been submitted for recording but either : (xA) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original Mortgage Note, endorsed in blank, or a copy of such document, original Mortgage Note with an accompanying Lost Note Affidavit; (B) the obligations original Assignment of Mortgage from the Seller to deliver such documents “The Bank of New York, as Indenture Trustee for First Horizon ABS Trust 2006-HE1”, which assignment shall be deemed to be satisfied upon in form and substance acceptable for recording; (1C) delivery to the Custodian no later than the Closing Date, of original recorded Mortgage or a copy of each such document recorded Mortgage, certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be as being a true and complete copy thereof; provided that if the original Mortgage has been delivered for recording to the appropriate public recording office of the original that was submitted for recording and (2) if such copy jurisdiction in which the Mortgaged Property is certified by the Seller, delivery located but has not yet been returned to the CustodianSeller by such recording office, promptly upon receipt thereof of either the original or Seller shall deliver to the Custodian a copy of such document original Mortgage, certified by the applicable public recording office to be Seller as being a true and complete copy of the original. If the thereof and certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered to the CustodianCustodian the original recorded Mortgage, or a written commitment or interim binder or preliminary report copy thereof, certified by the Seller as being a true and complete copy thereof, promptly upon its receipt thereof; (D) (i) if the Credit Limit for such Mortgage Loan is greater than $1,000,000, the original attorney’s opinion of title issued or the original policy of title insurance, or a copy of the original attorney’s opinion of title or the original policy of title insurance, certified by the Seller as being a true and complete copy thereof; or (ii) if the Credit Limit for such Mortgage Loan is equal to or less than $1,000,000, the Seller may deliver to the Custodian an original lender’s policy of title insurance or escrow company, with a copy of the original lender’s policy of title insurance of a copy thereof, certified by the Seller as being a true and complete copy thereof, or appropriate evidence of lien protection coverage; or (iii) if the Mortgage Loan is a “combo loan” pursuant to be delivered to which the CustodianSeller has also originated the related Senior Lien, promptly upon receipt thereof. The the Seller shall may deliver or cause to be delivered to the Custodian promptly upon receipt thereof any other a copy of the original documents constituting a part attorney’s opinion of a title or the original policy of title insurance for the first lien mortgage loan; (E) all original intervening recorded assignments, or copies of such intervening assignments certified by the Seller as being true and complete copies of the interim assignments (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the related Mortgage); provided that if the related Mortgage File received with respect has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office; and (F) originals of all assumption and modification agreements, if any, or copies thereof, certified by the Seller as being true and complete copies thereof, provided, however, that as to any Mortgage Loan, including, but not limited to, any original documents evidencing if as evidenced by an assumption or modification Opinion of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage FileCounsel delivered to and in form and substance satisfactory to the Owner Trustee, the Seller shall have 90 days to cure such defect Indenture Trustee, the Insurer and the Rating Agencies, (x) an optical image or deliver such missing document other representation of the related documents specified in clause (ii)(C) above is enforceable in the relevant jurisdictions to the Trustee. If same extent as the Seller original of such document and (y) such optical image or other representation does not cure such defect or deliver such missing document within such time period, impair the Seller shall either repurchase or substitute for ability of an owner of such Mortgage Loan to transfer or perfect its interest in such Mortgage Loan, such optical image or other representation may be delivered as required in clause (ii) above. The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting records, to indicate clearly and unambiguously that such Mortgage Loans have been sold to the Purchaser by the Seller, sold by the Purchaser to the Trust and pledged by the Trust to the Indenture Trustee and constitute part of the Trust in accordance with Section 2.05 the terms of the Pooling Sale and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.01 above. The parties hereto intend Seller hereby acknowledges that, within 90 days following the occurrence of an Assignment Event specified in clause (i) of the definition thereof, the Seller shall (i) segregate (a) the Related Documents from documents and instruments relating to mortgage loans that are not Mortgage Loans and (b) the transaction set forth herein Mortgage Note from the Related Documents for each Mortgage Loan and shall assemble and maintain the Mortgage Notes together (separate and apart from the Related Documents) and (ii) prepare an Assignment of Mortgage for each Mortgage Loan. The Assignments of Mortgage will be a sale held by the Seller pursuant to Section 2.01(b) of the Purchaser Sale and Servicing Agreement. The Seller acknowledges that the Indenture Trustee is required to review the Mortgage Notes and Related Documents in the case of all any delivery required upon the occurrence of an Assignment Event pursuant to Sections 2.01(d) and (e) of the Sale and Servicing Agreement and if the Indenture Trustee finds any document or documents not to have been properly executed, or to be missing or to be defective in any material respect, the Indenture Trustee is required to notify the Seller’s right. If the Seller does not within the time period specified in Section 2.02(b) of the Sale and Servicing Agreement correct or cure such omission or document deficiency, title the Seller shall either repurchase such relevant Mortgage Loan directly from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan, in either case, within the time frame and interest in the manner specified in Section 2.02(b) of the Sale and to Servicing Agreement. Without limiting the Mortgage Loans and other property described above. In generality of the event the transaction set forth herein is deemed not to be a saleforegoing, the Seller hereby grants agrees to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions described in Section 2.01(a) of the Sale and Servicing Agreement as may be are necessary to ensure that, if this Agreement were deemed complete and file any UCC Financing Statements and any continuation statements required to create a security perfect and protect the Purchaser's interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the “Mortgage Loan Schedule”) which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the “Custodian”), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3, without recourse,” or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3, without recourse”; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: “Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3, without recourse.”

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of August 1, 2001, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Litton Loan Servicing LP and The Chase Manhattan Bank, X-XXSS Mortgage Loan Asset-Backed Certificates, Series 2001-CB3, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of August 1, 2001, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Litton Loan Servicing LP and The Chase Manhattan Bank, X-XXSS Mortgage Loan Asset-Backed Certificates, Series 2001-CB3, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) except with respect to any retail installment contract, the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vii) for each FHA Loan, the original mortgage insurance certificate; and (viii) for each VA Loan, the original loan guaranty certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments, or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of August 1, 2001, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Litton Loan Servicing LP and The Chase Manhattan Bank, C-BASS Moxxxxxx Loan Asset-Backed Certificates, Series 2001-CB3, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such filefile (the "Mortgage Loan Schedule"), which forms a part of Schedule A is set forth on Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of with the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, including any riders thereto, endorsed in blank, or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage with evidence of recording thereon including any riders thereto, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by Option One, the Seller Seller, title company, escrow agent or closing attorney 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian Trustee 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 Assignments referred to in Section 2.02(iii) above are not required to be recorded by the Seller. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, or is materially mutilated, damaged or torn, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trustee (or 90 days after the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes) or 150 days following the Closing Date, in the case of missing Mortgages or Assignments of Mortgage, or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a defective or missing document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Owner Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and or at the Trustee direction of the Purchaser, to the Indenture Trustee, as applicable, a computer file containing a true and complete list of all such Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Off Date, (1) its account number and (2) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule Exhibit A to the Pooling Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of by the Mortgage LoansSeller, the Seller shallagrees to: (i) on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser or, at the direction of the Purchaser, to the Indenture Trustee (or its designee), the Mortgage Loan Schedule in computer readable format; and (ii) on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as for the agent benefit of the TrusteeIndenture Trustee and the Insurer, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any of the documents referred to above has as of the Closing Date been submitted for recording but either : (xA) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original Mortgage Note, endorsed in blank, or a copy of such document, original Mortgage Note with an accompanying Lost Note Affidavit; (B) the obligations original Assignment of Mortgage from the Seller to deliver such documents “The Bank of New York, as Indenture Trustee for First Horizon ABS Trust 2006-HE2”, which assignment shall be deemed to be satisfied upon in form and substance acceptable for recording; (1C) delivery to the Custodian no later than the Closing Date, of original recorded Mortgage or a copy of each such document recorded Mortgage, certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be as being a true and complete copy thereof; provided that if the original Mortgage has been delivered for recording to the appropriate public recording office of the original that was submitted for recording and (2) if such copy jurisdiction in which the Mortgaged Property is certified by the Seller, delivery located but has not yet been returned to the CustodianSeller by such recording office, promptly upon receipt thereof of either the original or Seller shall deliver to the Custodian a copy of such document original Mortgage, certified by the applicable public recording office to be Seller as being a true and complete copy of the original. If the thereof and certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered to the CustodianCustodian the original recorded Mortgage, or a written commitment or interim binder or preliminary report copy thereof, certified by the Seller as being a true and complete copy thereof, promptly upon its receipt thereof; (D) (i) if the Credit Limit for such Mortgage Loan is greater than $500,000, the original attorney’s opinion of title issued or the original policy of title insurance, or a copy of the original attorney’s opinion of title or the original policy of title insurance, certified by the Seller as being a true and complete copy thereof; or (ii) if the Credit Limit for such Mortgage Loan is equal to or less than $500,000, the Seller may deliver to the Custodian an original lender’s policy of title insurance or escrow company, with a copy of the original to be delivered to lender’s policy of title insurance, certified by the CustodianSeller as being a true and complete copy thereof, promptly upon receipt thereof. The or, if the Mortgage Loan is insured by alternative title protection evidenced by a certificate of lien protection policy, the Seller shall may deliver or cause to be delivered to the Custodian promptly upon receipt thereof any other an original documents constituting lien protection certificate or copy of the original lien protection certificate, certified by the Seller as being a part true and complete copy thereof; or (iii) if the Mortgage Loan is a “combo loan” pursuant to which the Seller has also originated the related Senior Lien, the Seller may deliver to the Custodian a copy of a the original attorney’s opinion of title or the original policy of title insurance for the first lien mortgage loan; (E) all original intervening recorded assignments, or copies of such intervening assignments certified by the Seller as being true and complete copies of the interim assignments (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the related Mortgage); provided that if the related Mortgage File received with respect has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office; and (F) originals of all assumption and modification agreements, if any, or copies thereof, certified by the Seller as being true and complete copies thereof, provided, however, that as to any Mortgage Loan, including, but not limited to, any original documents evidencing if as evidenced by an assumption or modification Opinion of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage FileCounsel delivered to and in form and substance satisfactory to the Owner Trustee, the Seller shall have 90 days to cure such defect Indenture Trustee, the Insurer and the Rating Agencies, (x) an optical image or deliver such missing document other representation of the related documents specified in clause (ii)(C) above is enforceable in the relevant jurisdictions to the Trustee. If same extent as the Seller original of such document and (y) such optical image or other representation does not cure such defect or deliver such missing document within such time period, impair the Seller shall either repurchase or substitute for ability of an owner of such Mortgage Loan to transfer or perfect its interest in such Mortgage Loan, such optical image or other representation may be delivered as required in clause (ii) above. The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting records, to indicate clearly and unambiguously that such Mortgage Loans have been sold to the Purchaser by the Seller, sold by the Purchaser to the Trust and pledged by the Trust to the Indenture Trustee and constitute part of the Trust in accordance with Section 2.05 the terms of the Pooling Sale and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.01 above. The parties hereto intend Seller hereby acknowledges that, within 90 days following the occurrence of an Assignment Event specified in clause (i) of the definition thereof, the Seller shall (i) segregate (a) the Related Documents from documents and instruments relating to mortgage loans that are not Mortgage Loans and (b) the transaction set forth herein Mortgage Note from the Related Documents for each Mortgage Loan and shall assemble and maintain the Mortgage Notes together (separate and apart from the Related Documents) and (ii) prepare an Assignment of Mortgage for each Mortgage Loan. The Assignments of Mortgage will be a sale held by the Seller pursuant to Section 2.01(b) of the Purchaser Sale and Servicing Agreement. The Seller acknowledges that the Indenture Trustee is required to review the Mortgage Notes and Related Documents in the case of all any delivery required upon the occurrence of an Assignment Event pursuant to Sections 2.01(d) and (e) of the Sale and Servicing Agreement and if the Indenture Trustee finds any document or documents not to have been properly executed, or to be missing or to be defective in any material respect, the Indenture Trustee is required to notify the Seller’s right. If the Seller does not within the time period specified in Section 2.02(b) of the Sale and Servicing Agreement correct or cure such omission or document deficiency, title the Seller shall either repurchase such relevant Mortgage Loan directly from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan, in either case, within the time frame and interest in the manner specified in Section 2.02(b) of the Sale and to Servicing Agreement. Without limiting the Mortgage Loans and other property described above. In generality of the event the transaction set forth herein is deemed not to be a saleforegoing, the Seller hereby grants agrees to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions described in Section 2.01(a) of the Sale and Servicing Agreement as may be are necessary to ensure that, if this Agreement were deemed complete and file any UCC Financing Statements and any continuation statements required to create a security perfect and protect the Purchaser's interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xi) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yii) to deliver to the Purchaser and the Trustee a computer an electronic data file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, its account number those data fields as required in the Pooling and Cut-off Date Principal BalanceServicing Agreement. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, deliver or to and deposit with, the Custodian, as the agent a Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments, which documents and instruments set forth in Section 2.01(a) will comply with the requirements of the Pooling and Servicing Agreement notwithstanding any provision to the contrary below: (01) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee, without recourse”, or with respect to each any lost Mortgage Loan so transferred and assigned. If any Note, an original Lost Note Affidavit stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the documents referred related Mortgage Note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to above has Mortgage Loans, the aggregate Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Closing Date Cut-off Date; (02) 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 or, if such Mortgage or power of attorney has been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) office, has been lost or such public recording office has retained the original of such documentis not otherwise available, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller in Mortgage or power of attorney, as the case of (x) above or the applicable public recording office in the case of (y) above may be, certified to be a true and complete copy of the original that was submitted for recording recording; (03) an original Assignment, in form and (2) if such copy is certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereofsubstance acceptable for recording. The Seller Mortgage shall deliver be assigned either (A) in blank or cause (B) to be delivered to the Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan“Deutsche Bank National Trust Company, includingas Trustee, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.without recourse”

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee, 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 shall, on behalf aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the PurchaserPool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, deliver and the original recorded power of attorney, if the Mortgage was executed pursuant to and deposit witha power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the Custodianapplicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the agent case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "Norwest Bank Minnesota, National Association, as Trustee, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the documents original or instruments set forth a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in Section 2.01(a) its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement Agreement. The Seller shall promptly (and in no event later than 60 Business Days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans)) submit or cause to be submitted for recording, at the Seller's expense and at no expense to the Purchaser, in the appropriate public office for real property records, each Mortgage Loan so transferred Assignment referred to in Sections 2.02(iii) and assigned(iv) above. 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. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Purchaser no later than the Closing Date (or Subsequent Closing Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Seller 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 Seller, delivery to the CustodianPurchaser, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianPurchaser, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the TrusteePurchaser. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with pursuant to Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance Seller shall cause the Assignments of Mortgage which were delivered in blank and cause to be completed and shall cause all rightAssignments referred to in Section 2.02(iii) hereof and, title and interest to the extent necessary, in Section 2.02(iv) hereof to be recorded; PROVIDED, HOWEVER, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loans and other propertyLoan in any jurisdiction under the laws of which, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale as evidenced by an Opinion of Counsel delivered by the Seller to the Purchaser Trustee and the Rating Agencies, the recordation of all such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller’s right, title (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and interest in Servicing Agreement or (iv) if the Seller is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans Loans). The Seller shall furnish the Purchaser, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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 other property described abovethereafter cause each such Assignment to be duly recorded. In the event that any Mortgage Note is endorsed in blank as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), promptly following the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) the Seller shall cause to be completed such endorsements "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee, without recourse." The Seller shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Pooling and Servicing Agreement within two weeks of their execution; provided, however, that the Seller shall provide the Purchaser with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 270 days of its submission for recordation. In the event that the Seller cannot provide a copy of such document certified by the public recording office within such 270 day period, the Seller shall deliver to the Purchaser, within such 270 day period, an Officer's Certificate of the Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Purchaser due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Purchaser, and, upon receipt of a copy of such document certified by the public recording office, the Seller shall immediately deliver such document to the Purchaser. In the event the transaction set forth herein is deemed appropriate public recording office will not certify as to the accuracy of such document, the Seller shall deliver a copy of such document certified by an officer of the Seller to be a sale, true and complete copy of the Seller hereby grants original to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing AgreementPurchaser.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of November 1, 2000, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Xxxxxx Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2000-CB4, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of November 1, 2000, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Xxxxxx Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2000-CB4, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vii) for each FHA Loan, the original mortgage insurance certificate; (viii) for each VA Loan, the original loan guaranty certificate; and (ix) with respect to each Mortgage Loan that is subject to the provisions of the Homeownership and Equity Protection Act of 1994 or any comparable state law, a copy of a notice to each entity that was a purchaser or assignee of such Mortgage Loan, satisfying the provisions of such Act or law and the regulations issued thereunder, to the effect that the Mortgage Loan is subject to special truth in lending rules. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments, or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement, dated as of November 1, 2000, among Credit-Based Asset Servicing and Securitization LLC, Residential Asset Funding Corporation, Xxxxxx Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2000-CB4, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any the transfer pursuant to Section 2.01 Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, Date with respect to the Initial Mortgage Loans and on or prior to the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement Trust, and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit C to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the Purchaser, Purchaser deliver to and deposit with, the Custodian, as the agent of with the Trustee, as assignee of the Purchaser, on or before the Closing Date or Subsequent Transfer Date, as applicable, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred (the “Related Documents”): (a) The original Mortgage Note, with all prior and assigned. If any intervening endorsements showing a complete chain of endorsements from the originator of the documents referred Mortgage Loan to above has the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Deutsche Bank National Trust Company, as of Trustee for Xxxxxx Home Equity Loan Trust, 2004-3 without recourse” and signed, by facsimile or manual signature, in the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations name of the Seller to deliver such documents shall be deemed to be satisfied upon by a Responsible Officer of the Seller; (1b) delivery to Any of: (i) the Custodian no later than the Closing Dateoriginal Mortgage and related power of attorney, if any, with evidence of recording thereon, (ii) a copy of each such document the Mortgage and related power of attorney, if any, certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be as a true and complete copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller and otherwise complying with the provisions of the next following paragraph, or by the closing attorney by facsimile or manual signature, or by an officer of the title insurer or agent of the title insurer that was submitted issued the related title insurance policy 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 and (2) related power of attorney, if such copy is any, certified by the Sellerpublic recording office; (c) The original Assignment of Mortgage in recordable form, delivery from the Seller to “Deutsche Bank National Trust Company, as Trustee for Xxxxxx Home Equity Loan Trust 2004-3”. Any such Assignments of Mortgage may be made by blanket assignments for Mortgage Loans secured by the CustodianMortgaged Properties located in the same county, promptly upon receipt thereof if permitted by applicable law; (d) The original lender’s policy of either the original title insurance or a true copy of thereof, or if such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on has been lost, a copy thereof certified by the appropriate title insurer to be true and complete, or if such lender’s title insurance policy has not been issued as of the Closing Date, a marked-up commitment (binder) to issue such policy; (e) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, certified by a Responsible Officer of the Seller by facsimile or manual signature as a true copy of the original of such intervening assignments; and (f) Originals of all assumption, written assurance, substitution and modification agreements, if any. In instances where the original recorded Mortgage Loan was cannot be delivered by the Seller to the Trustee prior to or concurrently with the execution and delivery of this Agreement or the Subsequent Transfer Agreement, as required applicable, as contemplated by this Section 2.01clause (b)(ii) above, due to a delay in connection with recording, the Seller shall may in lieu of delivering such original recorded Mortgage, deliver prior to or concurrently with the execution of this Agreement or the Subsequent Transfer Agreement, as applicable, to the Trustee a copy thereof, provided that the 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. In all such instances, the Seller will deliver or cause to be delivered the original recorded Mortgage to the CustodianTrustee, a written commitment or interim binder or preliminary report as assignee of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianPurchaser, promptly upon receipt thereofthereof but in no event later than one year after the Closing Date or Subsequent Transfer Date, as applicable. The Seller shall deliver or cause hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Initial Mortgage Loans maintained by the Seller to be delivered clearly and unambiguously marked to indicate that the Initial Mortgage Loans have been sold to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing AgreementTrust. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Initial Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.1. The parties hereto intend It is intended that the transaction set forth herein be a sale by the Seller to the Purchaser conveyance of all the Seller’s right, title and interest in and to the Initial Mortgage Loans pursuant to this Agreement shall constitute, and other shall be construed as, a sale of such property described aboveand not a grant of a security interest to secure a loan. In the event the transaction set forth herein However, if such conveyance is deemed not to be in respect of a saleloan, it is intended that: (1) the rights and obligations of the Seller and the Purchaser shall be established pursuant to the terms of this Agreement; (2) the Seller hereby grants to the Purchaser a first priority security interest to secure repayment of an obligation in an amount equal to the aggregate principal balance of the Initial Mortgage Loans in all of the Seller’s right, title and interest in, to and under under, whether now owned or hereafter acquired, the Initial Mortgage Loans and other the property described above, above and all proceeds of any and all such property whether now existing or hereafter created, created to secure all of the Seller’s obligations hereundersuch obligation; and (3) this Agreement shall constitute a security agreement under applicable law. The Seller If such conveyance is deemed to be in respect of a loan and the Purchaser shall, Trust created by the Pooling and Servicing Agreement terminates prior to the extent consistent with this Agreementsatisfaction of the claims of the Purchaser, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a the security interest created hereby shall continue in full force and effect and the Mortgage Loans, such security interest would Trustee shall be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term collateral agent for the benefit of the Pooling Purchaser, and Servicing Agreementall proceeds shall be distributed as herein provided.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the “Mortgage Loan Schedule”) which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the “Custodian”), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of XX Xxxxxx Xxxxx Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB4, without recourse,” or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “XX Xxxxxx Chase Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB4, without recourse” (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each VA Loan, the original loan guarantee certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: “Pay to the order of XX Xxxxxx Xxxxx Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB4, without recourse.”

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Asset Backed Funding Corporation, Litton Loan Servicing LP and JPMorgan Chase Bank, C-BASS Mortgage Loan Xxxxx-Backed Certificates, Series 2004-CB5, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Asset Backed Funding Corporation, Litton Loan Servicing LP and JPMorgan Chase Bank, C-BASS Mortgage Loan Xxxxx-Backed Certificates, Series 2004-CB5, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy, other than for those Mortgage Loans listed on Exhibit V to the Pooling and Servicing Agreement; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original mortgage insurance certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If If, pursuant to Section 2.02(v) above, the original lender’s 's title insurance policy on a Mortgage Loan was not required to be delivered as required by this Section 2.01and was not, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of JPMorgan Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2004, among Credit-Based Asset Servicing and Securitization LLC, Asset Backed Funding Corporation, Litton Loan Servicing LP and JPMorgan Chase Bank, C-BASS Mortgage Loan Xxxxx-Backed Certificates, Series 2004-CB5, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the “Mortgage Loan Schedule”) which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a “Mortgage File”) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5, without recourse”; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender’s title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If If, pursuant to Section 2.02(v) above, the original lender’s title insurance policy on a Mortgage Loan was not required to be delivered as required by this Section 2.01and was not, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeCustodian (or within 90 days of the earlier of Seller’s discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a “qualified mortgage” for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: “Pay to the order of LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5, without recourse.”

Obligations of Seller Upon Sale. (a) In connection with any subsequent transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Subsequent Transfer Date, (xa) to indicate in its books and records that the Subsequent Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Subsequent Mortgage Loans specifying for each such Subsequent Mortgage Loan, as of the Subsequent Cut-off Off Date, (i) its account number and (ii) the Subsequent Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the PurchaserPurchaser deliver to, deliver to and deposit with, the Custodian, as the agent of with the Trustee, as assignee of the Purchaser, on or before the Subsequent Transfer Date, the following documents or instruments set forth with respect to each Subsequent Mortgage Loan: (i) the original Mortgage Note, endorsed without recourse either (A) in Section 2.01(ablank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee", 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 the Mortgage either (A) in blank or (B) executed in the following form: "Norwest Bank Minnesota, National Association, as Trustee"; (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 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 or attorney's opinion of title or a copy thereof certified as true and correct by the applicable insurer, 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 or second lien, as applicable, 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 a copy thereof certified by the title company, with the original policy of title insurance to be delivered within one year of the Subsequent Transfer Date. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that such Subsequent Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement Agreement. If any original Mortgage Note referred to in Section 2.02(i) cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee, as assignee of the Purchaser, of a photocopy of the original of such Mortgage Note, with respect to each Mortgage Loan so transferred and assignedan original Lost Note Affidavit. If any of the documents referred to in Sections 2.02(ii), (iii) or (iv) above has has, as of the Closing Date Subsequent Transfer Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than Trustee, as assignee of the Closing DatePurchaser, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, Trustee 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 Certificate Insurer and the Trustee by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Subsequent Transfer Date. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(vi) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by promptly after receipt thereof, the original lender's title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereofpolicy. The Seller shall deliver or cause to be delivered to the Custodian Trustee, promptly upon receipt thereof thereof, any other original documents constituting a part of a Mortgage File received with respect to any Subsequent Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Subsequent Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Subsequent Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Subsequent Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Subsequent Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Subsequent Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or the Custodian shall cause to be deposited, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note and any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB4, 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; (ii) the original Mortgage including any riders thereto, 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB4, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original mortgage insurance certificate and for each VA Loan, the related VA guaranty. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall cause the Servicer to deliver such Assignments for recording within 30 days of the Closing Date. The Seller shall cause the Servicer to furnish the Trustee, or its designated agent, with a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall cause the Servicer to 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause the Servicer to cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, for the C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-CB4, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or the Custodian shall cause to be deposited, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note and any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of LaSalle Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB4, 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; (ii) the original Mortgage including any riders thereto, 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to LaSalle Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB4, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, if any, the original mortgage insurance certificate and for each VA Loan, the related VA guaranty. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.01 hereof. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall cause the Servicer to deliver such Assignments for recording within 30 days of the Closing Date. The Seller shall cause the Servicer to furnish the Trustee, or its designated agent, with a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall cause the Servicer to 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause the Servicer to cause to be completed such endorsements in the following form: "Pay to the order of LaSalle Bank National Association, as Trustee under the Pooling and Servicing Agreement, for the C-Bass Mortgage Loan Asset-Backed Certificates, Series 2007-CB4, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xi) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yii) to deliver to the Purchaser and the Trustee a computer an electronic data file containing a true and complete list of all such Mortgage Loans Loans, specifying for each such Mortgage Loan, as of the Cut-off Date, its account number those data fields as required in the Pooling and Cut-off Date Principal BalanceServicing Agreement. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with, the Trustee, as assignee of the Purchaser, or to the Custodian, on or before the Closing Date, the following documents or instruments, which documents and instruments will comply with the requirements of the Pooling and Servicing Agreement notwithstanding any provision to the contrary below: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee, 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 transfer substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Stated Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and assignment the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "Deutsche Bank National Trust Company, as Trustee, without recourse"; (iv) an original copy of any intervening Assignment, showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. With respect to up to 30% of the Mortgage Loans, the Seller shallmay deliver all or a portion of each related Mortgage File to the Trustee not later than five Business Days after the Closing Date (such Mortgage Loans, on behalf the "Delayed Delivery Mortgage Loans"). The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Purchaser, deliver to and deposit with, Trust in accordance with the Custodian, as the agent of the Trustee, the documents or instruments set forth in Section 2.01(a) terms of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assignedAgreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (xA) has not been returned from the applicable public recording office or (yB) has been lost or such 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 Trustee or the Custodian no later than the Closing Date, Date of a copy of each such document certified by the Seller in the case of (xA) above or the applicable public recording office in the case of (yB) 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Trustee or a Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that Seller shall cause the transaction set forth herein Assignments which were delivered in blank to be a sale by the Seller completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the Purchaser extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such Assignments for recording within 30 days of all the Seller’s rightClosing Date. The Seller shall furnish the Trustee, title and interest in and to the Mortgage Loans and other property described aboveor its designated agent, with a copy of each Assignment submitted for recording. In the event the transaction set forth herein that any such Assignment is deemed not to be lost or returned unrecorded because of a saledefect therein, the Seller hereby grants 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. Notwithstanding the foregoing, the Seller shall not cause to be recorded any Assignment which relates to a Mortgage Loan secured by a Mortgaged Property in California or in any other jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance (which, in the case of the Insured Certificates, shall be without regard to the Purchaser a security interest Policy); PROVIDED, HOWEVER, that each Assignment shall be submitted for recording by the Seller in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property manner described above, whether now existing at no expense to the Trust Fund or hereafter createdTrustee, upon the earliest to secure all occur of: (i) direction by the Holders of the Seller’s obligations hereunder; and this Agreement shall constitute Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a security agreement under applicable law. The Seller and Servicer Event of Termination, (iii) the Purchaser shall, occurrence of a bankruptcy or insolvency relating to the extent consistent with this AgreementSeller, take such actions (iv) the occurrence of a servicing transfer as may be necessary to ensure that, if this Agreement were deemed to create a security interest described in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term Section 7.02 of the Pooling and Servicing Agreement and (v) if the Seller is not the Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding anything to the contrary in this Agreement., within five Business Days after the Closing Date, the Seller shall either:

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or the Custodian shall cause to be deposited, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note and any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB8, 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; (ii) the original Mortgage including any riders thereto, 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB8, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, if any, the original mortgage insurance certificate and for each VA Loan, the related VA guaranty. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.01 hereof. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall cause the Servicer to deliver such Assignments for recording within 30 days of the Closing Date. The Seller shall cause the Servicer to furnish the Trustee, or its designated agent, with a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall cause the Servicer to 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause the Servicer to cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, for the C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-CB8, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A to the Pooling and Servicing Agreement, file shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the PurchaserPurchaser deliver to, deliver to and deposit with, with the Custodian, Custodian on or before the Closing Date (except as noted below) the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”): (a) the original Mortgage Note, endorsed in blank, with all intervening endorsements showing a complete chain of title from the documents referred originator of such Mortgage Loan to above the Seller; (b) the original Mortgage, with evidence of recording thereon; provided, that if the original Mortgage has as of the Closing Date been submitted delivered for recording but either (x) has not been returned from to the applicable appropriate public recording office or (y) of the jurisdiction in which the Mortgaged Property is located but has not yet been lost or returned to the Seller by such public recording office has retained the original of such documentoffice, the obligations of the Seller to shall deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a certified true copy of each such document certified by the Seller 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 Mortgage so certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or together with a copy of such document certified by the applicable public recording office to be a true and complete copy certificate of the original. If the Seller certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered recorded Mortgage to the Custodian promptly upon receipt thereof of the original recorded Mortgage; (c) the original attorney’s opinion of title or the original policy of title insurance; provided, that if any other such original documents constituting a part policy of a Mortgage File title insurance has not yet been received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage Fileby the Seller, the Seller shall may have 90 days to cure such defect or deliver such missing document delivered to the Trustee. If Custodian a copy of such policy or a title insurance binder or commitment for the Seller does not cure issuance of such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance policy; (d) originals of all rightassumption and modification agreements, title and interest to the Mortgage Loans and other propertyif any; and (e) guaranty and/or security agreement, now existing and hereafter created, conveyed to it pursuant to Section 2.01if any. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as Trustee the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2002, among Asset Backed Funding Corporation, Ocwen Federal Bank FSB and U.S. Bank National Association, ABFC Asset-Backed Certificates, Series 2002-NC1, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2002, among Asset Backed Funding Corporation, Ocwen Federal Bank FSB and U.S. Bank National Association., ABFC Asset-Backed Certificates, Series 2002-NC1, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian Trustee 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee or 150 days following the Closing Date, in the case of missing Mortgages or Assignments (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs.). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be delivered for recording in the states of Maryland and Florida with 30 days of the Closing Date. The Seller shall furnish the Trustee with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2002, among Asset Backed Funding Corporation, Ocwen Federal Bank FSB and U.S. Bank National Association, ABFC Asset-Backed Certificates, Series 2002-NC1, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying Loans, specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such Balance (such file, which forms a part of the "Mortgage Loan Schedule"). The Mortgage Loan Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as Trustee the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related mortgage note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by the Seller or the related 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee or 150 days following the Closing Date, in the case of missing Mortgages or Assignments (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing or defective document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as (or the Custodian on behalf of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, which forms Trustee) a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this AgreementMortgage Loan Schedule. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as Trustee (or the agent Custodian on behalf of the Trustee), the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, including any riders thereto, endorsed in blank, or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage with evidence of recording thereon including any riders thereto, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment (which may be in blank), in form and substance acceptable for recording; provided, however, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no Assignment in favor of the Trustee will be required to be prepared or delivered and instead, the Servicer shall take all actions as are necessary to cause the Trust to be shown as the owner of the Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or the Custodian on the Trustee's behalf, no later than the Closing Date, of a copy of each such document certified by the Seller Seller, 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 Seller, delivery to the CustodianTrustee, or the Custodian on the Trustee's behalf, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, or the Custodian on the Trustee's behalf, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, or the Custodian on the Trustee's behalf, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee, or the Custodian on the Trustee's behalf, 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 Assignments referred to in Section 2.02(iii) above are not required to be recorded by the Seller. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, or is materially mutilated, damaged or torn, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trustee (or 90 days after the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes) or 150 days following the Closing Date, in the case of missing Mortgages or Assignments, or deliver such missing document to the Trustee, or the Custodian on the Trustee's behalf. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a defective or missing document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such filefile (the "Mortgage Loan Schedule"), which forms a part of Schedule A is set forth on Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver cause to be delivered to and deposit with, the Custodian, as the agent of deposited with the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note including any riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay to the order of Xxxxx Fargo Bank, N.A., as Trustee under the Pooling and Servicing Agreement, dated as of February 1, 2006, among Asset Backed Funding Corporation, National City Home Loan Services, Inc. and Xxxxx Fargo Bank, N.A., First Franklin Mortgage Loan Trust 2006-FFH1, Asset-Backed Certificates, Series 2006-FFH1, without recourse," or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage with evidence of recording thereon including any riders thereto, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "Xxxxx Fargo Bank, N.A., as Trustee under the Pooling and Servicing Agreement, dated as of February 1, 2006, among Asset Backed Funding Corporation, National City Home Loan Services, Inc. and Xxxxx Fargo Bank, N.A., First Franklin Mortgage Loan Trust 2006-FFH1, Asset-Backed Certificates, Series 2006-FFH1, without recourse"; (iv) the originals of all intervening Assignments (if any) evidencing a complete chain of assignment from the applicable originator to the last endorsee with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded Assignments, a photocopy of such intervening assignment, together with (A) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company (or certified by the title company, escrow agent, or closing attorney) stating that such intervening Assignment has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening Assignment or a copy of such intervening Assignment 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 Company; or (B) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee no later than the Closing Date, of a copy of each such document certified by the Seller Company, the Seller, title company, escrow agent or closing attorney 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 Seller, delivery to the CustodianTrustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian Trustee 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 Assignments referred to in Section 2.02(iii) above are not required to be recorded by the Seller. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, or is materially mutilated, damaged or torn, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trustee (or 90 days after the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes) or 150 days following the Closing Date, in the case of missing Mortgages or Assignments of Mortgage or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a defective or missing document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is set forth as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit withwith the Trustee (or the custodians (each, a "Custodian") designated by the Custodian, as the agent of the Trustee, the documents or instruments set forth Trustee in Section 2.01(a) of the Pooling and Servicing Agreement Agreement) the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related mortgage note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement. If any of the documents referred to above in Section 2.02(ii), (iii) or (iv) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the applicable Custodian on behalf of the Trustee no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodianapplicable Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodianapplicable Custodian on behalf of the Trustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodianapplicable Custodian on behalf of the Trustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the applicable Custodian on behalf of the Trustee 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trusteeapplicable Custodian on behalf of the Trustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing or defective document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Indenture Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "MORTGAGE LOAN SCHEDULE") which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Indenture Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "MORTGAGE FILE") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Indenture Trustee under the Indenture, dated as of December 14, 2001 between Salomon Mortgage Loan Trust 2001-CB4 and U.S. Bank National Association, C-BASS Mortgage Loan Asset-Backed Notes, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Indenture Trustee under the Indenture, dated as of December 14, 2001 between Salomon Mortgage Loan Trust 2001-CB4 and U.S. Bank National Association, C-BASS Mortgage Loan Asset-Backed Notes, without recourse"; (iv) an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vii) for each FHA Loan, the original Mortgage Insurance Certificate; and (viii) for each VA Loan, the original Loan Guaranty Certificate. The Seller shall within 90 days following the Closing Date, with respect to each Mortgage Loan that is subject to the provisions of the Homeownership and Equity Protection Act of 1994 place a legend on the original Mortgage Note indicating the satisfaction of the provisions of such Act and the regulations issued thereunder, to the effect that the Mortgage Loan is subject to special truth in lending rules. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Indenture Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Indenture Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Indenture Trustee or the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Indenture Trustee or the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Indenture Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments, or deliver such missing document to the TrusteeIndenture Trustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing this Agreement. (b) The Seller shall promptly but in no event later than 30 days after the Closing Date, submit for recording, in the appropriate public office for real property records, each Assignment referred to in Section 2.02(a)(iii) and 2(a)(iv) above. 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. The Seller shall furnish the Indenture Trustee or the Custodian with a copy of each Assignment of Mortgage submitted for recording. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of U.S. Bank National Association, as Indenture Trustee under the Indenture, dated as of December 14, 2001 between Salomon Mortgage Loan Trust 2001-CB4 and U.S. Bank National Association, C-BASS Mortgage Loan Asset-Backed Notes, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a two computer file files containing a true and complete list lists of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such filefiles (the "Mortgage Loan Schedules"), which forms a part of Schedule A are set forth on Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I VII and Schedule VIII, respectively, to this Agreement and is are hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit withwith the Trustee, or the Custodian, as the agent Custodian on behalf of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, including any riders thereto, endorsed in blank, or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage with evidence of recording thereon including any riders thereto, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment, in form and substance acceptable for recording. The Assignment shall be assigned in blank; (iv) an original copy of any intervening Assignment showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or the Custodian on behalf of the Trustee, no later than the Closing Date, of a copy of each such document certified by the Seller related Originator, the Seller, title company, escrow agent or closing attorney 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 Seller, delivery to the CustodianTrustee, or the Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, or the Custodian on behalf of the Trustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianTrustee, or the Custodian on behalf of the Trustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee, or the Custodian on behalf of the Trustee, 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 Assignments referred to in Section 2.02(iii) above are not required to be recorded by the Seller. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, or is materially mutilated, damaged or torn, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trustee or the Custodian on behalf of the Trustee (or 90 days after the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes) or 150 days following the Closing Date, in the case of missing Mortgages or Assignments, or deliver such missing document to the Trustee or the Custodian on behalf of the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a defective or missing document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, or date of substition, as the case may be, (xa) to indicate in its books and records that the Mortgage Home Loans have been sold to the Purchaser or to the Issuer as assignee of the Purchaser and pledged by the Issuer to the Indenture Trustee, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and the Indenture Trustee a computer file containing a true and complete list of all such Mortgage Home Loans specifying for each such Mortgage Home Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule Exhibit A to the Pooling Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In Except as specified in Section 2.05(a) of the Sale and Servicing Agreement, in connection with such transfer and assignment of any conveyance hereunder by the Mortgage LoansSeller, the Seller shall, shall on behalf of the PurchaserPurchaser deliver to, deliver to and deposit with, with the Custodian, as the agent of the Indenture Trustee, on or before the Closing Date the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Home Loan (the "Related Documents"): (i) the original Debt Instrument, endorsed in blank, with all intervening endorsements showing a complete chain of title from the originator of such Home Loan to the Seller; (ii) the original Mortgage, with evidence of recording thereon, provided that if the original Mortgage Loan so transferred and assigned. If any of the documents referred to above has as of the Closing Date been submitted delivered for recording but either (x) has not been returned from to the applicable appropriate public recording office or (y) of the jurisdiction in which the Mortgaged Property is located but has not yet been lost or returned to the Seller by such public recording office has retained the original of such documentoffice, the obligations of the Seller to shall deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a certified true copy of each such document certified by the Seller 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 Mortgage so certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or together with a copy of such document certified by the applicable public recording office to be a true and complete copy certificate of the original. If the Seller certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the CustodianCustodian promptly upon receipt of the original recorded Mortgage; (iii) the original Assignment of Mortgage, a written commitment or interim binder or preliminary report to "U.S. Bank National Association as Indenture Trustee for United National Home Loan Owner Trust 1999-1", which assignment shall be in form and substance acceptable for recording; (iv) if required, the original attorney's opinion of title issued or the original policy of title insurance, provided that if any such original policy of title insurance has not yet been received by the title insurance or escrow companySeller, with the original to be Seller shall have delivered to the CustodianCustodian a copy of such policy or a title insurance binder or commitment for the issuance of such policy; (v) originals of all intervening assignments of Mortgage, promptly upon receipt thereof. The with evidence of recording thereon, showing a complete chain of title from the originator to the Seller, provided that if any such original intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller may have delivered to the Custodian a certified true copy of such original assignment of Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original assignment of Mortgage has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be delivered any such original assignments to the Custodian promptly upon receipt thereof any other original documents constituting a thereof; and (vi) originals of all assumption, modification, consolidation or substitution agreements, if any. The Seller hereby confirms to the Indenture Trustee that it has made the appropriate entries in its general accounting records, to indicate that such Home Loans have been transferred to the Purchaser by the Seller and to the Issuer by the Purchaser and pledged to the Indenture Trustee by the Issuer and constitute part of a the Trust Estate in accordance with the terms of the Sale and Servicing Agreement. The Seller further hereby confirms to the Purchaser that, as of the Closing Date it has caused the portions of its ledgers relating to the Home Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Home Loans have been sold to the Purchaser or the Issuer as assignee of the Purchaser and pledged to the Indenture Trust by the Issuer, as applicable. The ledger shall indicate that the Home Loans are held by the Indenture Trustee in its capacity as custodian of the United National Home Loan Trust 1999-1. In all instances where the original recorded Mortgage File received is not delivered as provided in clause (ii) above and instances where intervening assignments with evidence of recording thereon called for by clause (iii) above (other than with respect to any an Assignment of Mortgage Loanto be prepared by the Indenture Trustee) and clause (v) above (other than with respect to the intervening assignment from Keystone or KMC, includingas the case may be, but not limited toto the Seller to be prepared by the Indenture Trustee pursuant to Section 2.05(a) of the Sale and Servicing Agreement), any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage Fileare unavailable, the Seller shall have 90 days will deliver or cause to cure such defect or deliver such missing document be delivered the original recorded Mortgage and intervening assignments with evidence of recording thereon, as applicable, to the Indenture Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 as assignee of the Pooling and Servicing AgreementIssuer, promptly upon receipt thereof but in no event later than one year after the Closing Date. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Home Loans and other property, now existing and hereafter created, created or conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Home Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Home Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Home Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling Sale and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the [Owner] Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and or at the Trustee direction of the Purchaser, to the [Indenture] Trustee, as applicable, a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule Exhibit A to the Pooling and Servicing Agreement[Document], shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit withwith the Purchaser or, at the Custodian, as the agent direction of the Purchaser, to the [Owner] Trustee [or, at the direction of the Owner Trustee, to the Indenture Trustee,] the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (the "Related Documents"); provided that so transferred and assigned. If any long as the rating of the documents referred to above has as Seller's [ ] debt is [ ] or above, the Seller may retain possession of the Closing Date Related Documents as custodian: (i) the original Mortgage Note, endorsed in blank, with all intervening endorsements showing a complete chain of title from the originator of such Mortgage Loan to the Seller; (ii) the original Mortgage, with evidence of recording thereon, provided that if the original Mortgage has been submitted delivered for recording but either (x) has not been returned from to the applicable appropriate public recording office or (y) of the jurisdiction in which the Mortgaged Property is located but has not yet been lost or returned to the Seller by such public recording office has retained office, the original Seller shall deliver to the Owner Trustee or, at the direction of the Owner Trustee, to the Indenture Trustee, a certified true copy of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Mortgage so certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or together with a copy of such document certified by the applicable public recording office to be a true and complete copy certificate of the original. If the Seller certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the CustodianOwner Trustee or, a written commitment or interim binder or preliminary report at the direction of title issued by the title insurance or escrow companyOwner Trustee, with the original to be delivered to the CustodianIndenture Trustee, promptly upon receipt thereof. The Seller shall deliver of the original recorded Mortgage; (iii) the original attorney's opinion of title or cause to be delivered to the Custodian promptly upon receipt thereof original policy of title insurance, provided that if any other such original documents constituting a part policy of a Mortgage File title insurance has not yet been received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage Fileby the Seller, the Seller shall have 90 days to cure such defect or deliver such missing document delivered to the Owner Trustee or, at the direction of the Owner Trustee. If , to the Indenture Trustee, a copy of such policy or a title insurance binder or commitment for the issuance of such policy; (iv) originals of all intervening assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title from the originator to the Seller, provided that if any such original intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller does not cure by such defect or deliver such missing document within such time periodrecording office, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 have delivered to the Owner Trustee or, at the direction of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shallOwner Trustee, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.Indenture

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Owner Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (yb) to deliver to the Purchaser and or at the Trustee direction of the Purchaser, to the Indenture Trustee, as applicable, a computer file containing a true and complete list of all such Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Off Date, (1) its account number and (2) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule Exhibit A to the Pooling Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of by the Mortgage LoansSeller, the Seller shallagrees to: (i) on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser or, at the direction of the Purchaser, to the Indenture Trustee (or its designee), the Mortgage Loan Schedule in computer readable format; and (ii) on behalf of the Purchaser, deliver to and deposit with, with the Custodian, as for the agent benefit of the TrusteeIndenture Trustee and the Insurer, the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any of the documents referred to above has as of the Closing Date been submitted for recording but either : (xA) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original Mortgage Note, endorsed in blank, or a copy of such document, original Mortgage Note with an accompanying Lost Note Affidavit; (B) the obligations original Assignment of Mortgage from the Seller to deliver such documents “The Bank of New York, as Indenture Trustee for First Horizon ABS Trust 2007-HE1”, which assignment shall be deemed to be satisfied upon in form and substance acceptable for recording; (1C) delivery to the Custodian no later than the Closing Date, of original recorded Mortgage or a copy of each such document recorded Mortgage, certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be as being a true and complete copy thereof; provided that if the original Mortgage has been delivered for recording to the appropriate public recording office of the original that was submitted for recording and (2) if such copy jurisdiction in which the Mortgaged Property is certified by the Seller, delivery located but has not yet been returned to the CustodianSeller by such recording office, promptly upon receipt thereof of either the original or Seller shall deliver to the Custodian a copy of such document original Mortgage, certified by the applicable public recording office to be Seller as being a true and complete copy of the original. If the thereof and certifying that such original lender’s title insurance policy on a Mortgage Loan was not has been so delivered as required by this Section 2.01to such recording office; in all such instances, the Seller shall deliver or cause to be delivered to the CustodianCustodian the original recorded Mortgage, or a written commitment or interim binder or preliminary report copy thereof, certified by the Seller as being a true and complete copy thereof, promptly upon its receipt thereof; (D) (i) if the Credit Limit for such Mortgage Loan is greater than $500,000, the original attorney’s opinion of title issued or the original policy of title insurance, or a copy of the original attorney’s opinion of title or the original policy of title insurance, certified by the Seller as being a true and complete copy thereof; or (ii) if the Credit Limit for such Mortgage Loan is equal to or less than $500,000, the Seller may deliver to the Custodian an original lender’s policy of title insurance or escrow company, with a copy of the original to be delivered to lender’s policy of title insurance, certified by the CustodianSeller as being a true and complete copy thereof, promptly upon receipt thereof. The or, if the Mortgage Loan is insured by alternative title protection evidenced by a certificate of lien protection policy, the Seller shall may deliver or cause to be delivered to the Custodian promptly upon receipt thereof any other an original documents constituting lien protection certificate or copy of the original lien protection certificate, certified by the Seller as being a part true and complete copy thereof; or (iii) if the Mortgage Loan is a “combo loan” pursuant to which the Seller has also originated the related Senior Lien, the Seller may deliver to the Custodian a copy of a the original attorney’s opinion of title or the original policy of title insurance for the first lien mortgage loan; (E) all original intervening recorded assignments, or copies of such intervening assignments certified by the Seller as being true and complete copies of the interim assignments (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the related Mortgage); provided that if the related Mortgage File received with respect has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office; and (F) originals of all assumption and modification agreements, if any, or copies thereof, certified by the Seller as being true and complete copies thereof, provided, however, that as to any Mortgage Loan, including, but not limited to, any original documents evidencing if as evidenced by an assumption or modification Opinion of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage FileCounsel delivered to and in form and substance satisfactory to the Owner Trustee, the Seller shall have 90 days to cure such defect Indenture Trustee, the Insurer and the Rating Agencies, (x) an optical image or deliver such missing document other representation of the related documents specified in clause (ii)(C) above is enforceable in the relevant jurisdictions to the Trustee. If same extent as the Seller original of such document and (y) such optical image or other representation does not cure such defect or deliver such missing document within such time period, impair the Seller shall either repurchase or substitute for ability of an owner of such Mortgage Loan to transfer or perfect its interest in such Mortgage Loan, such optical image or other representation may be delivered as required in clause (ii) above. The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting records, to indicate clearly and unambiguously that such Mortgage Loans have been sold to the Purchaser by the Seller, sold by the Purchaser to the Trust and pledged by the Trust to the Indenture Trustee and constitute part of the Trust in accordance with Section 2.05 the terms of the Pooling Sale and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.01 above. The parties hereto intend Seller hereby acknowledges that, within 90 days following the occurrence of an Assignment Event specified in clause (i) of the definition thereof, the Seller shall (i) segregate (a) the Related Documents from documents and instruments relating to mortgage loans that are not Mortgage Loans and (b) the transaction set forth herein Mortgage Note from the Related Documents for each Mortgage Loan and shall assemble and maintain the Mortgage Notes together (separate and apart from the Related Documents) and (ii) prepare an Assignment of Mortgage for each Mortgage Loan. The Assignments of Mortgage will be a sale held by the Seller pursuant to Section 2.01(b) of the Purchaser Sale and Servicing Agreement. The Seller acknowledges that the Indenture Trustee is required to review the Mortgage Notes and Related Documents in the case of all any delivery required upon the occurrence of an Assignment Event pursuant to Sections 2.01(d) and (e) of the Sale and Servicing Agreement and if the Indenture Trustee finds any document or documents not to have been properly executed, or to be missing or to be defective in any material respect, the Indenture Trustee is required to notify the Seller’s right. If the Seller does not within the time period specified in Section 2.02(b) of the Sale and Servicing Agreement correct or cure such omission or document deficiency, title the Seller shall either repurchase such relevant Mortgage Loan directly from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan, in either case, within the time frame and interest in the manner specified in Section 2.02(b) of the Sale and to Servicing Agreement. Without limiting the Mortgage Loans and other property described above. In generality of the event the transaction set forth herein is deemed not to be a saleforegoing, the Seller hereby grants agrees to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions described in Section 2.01(a) of the Sale and Servicing Agreement as may be are necessary to ensure that, if this Agreement were deemed complete and file any UCC Financing Statements and any continuation statements required to create a security perfect and protect the Purchaser’s interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xa) to indicate in its cause the books and records of the Seller to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee, 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 aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Seller shallhereby confirms to the Purchaser that it has caused the appropriate entries to be made in the general accounting records of the Seller, on behalf to indicate that such Mortgage Loans have been transferred to the Purchaser. The Purchaser hereby confirms to the Trustee that it has caused the appropriate entries to be made in the general accounting records of the Purchaser, deliver to indicate that such Mortgage Loans have been transferred to the Trustee and deposit with, the Custodian, as the agent constitute part of the Trustee, Trust in accordance with the documents or instruments set forth in Section 2.01(a) terms of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assignedAgreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 SellerOriginator, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on policy, or a Mortgage Loan certified copy thereof, was not delivered as required by this pursuant to Section 2.012.02(v) above, the Seller Originator shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Originator and the Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteePurchaser. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with pursuant to Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller Originator shall cause the Assignments which were delivered in blank to be completed and the Purchaser shallshall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent consistent with this Agreementnecessary, take in Section 2.02(iv) hereof to be recorded. The Originator shall be required to deliver such actions as may Assignments for recording within 180 days of the Closing Date. Notwithstanding the foregoing, the Originator shall not cause to be necessary recorded any Assignment which relates to ensure thata Mortgage Loan in any jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance; PROVIDED, if this Agreement were deemed to create a security interest HOWEVER, each Assignment shall be submitted for recording by the Seller in the Mortgage Loansmanner described above, such security interest would be deemed at no expense to be 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 perfected security interest Master Servicer Event of first priority under applicable law and will be maintained Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as such throughout the term described in Section 7.02 of the Pooling and Servicing AgreementAgreement or (v) if the Originator is not the Master Servicer and with respect to any one Assignment the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice from the Purchaser that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Originator shall be required to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of such notice. The Originator shall furnish the Trustee, or its designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Originator 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, within 90 days following the Closing Date the Depositor shall cause to be completed such endorsements "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee, without recourse." The Originator shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Pooling and Servicing Agreement within two weeks of their execution; PROVIDED, HOWEVER, that the Originator shall provide the Purchaser with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Originator cannot provide a copy of such document certified by the public recording office within such 365 day period, the Originator shall deliver to the Purchaser, within such 365 day period, an Officer's Certificate of the Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Purchaser due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Purchaser, and, upon receipt of a copy of such document certified by the public recording office, the Originator shall immediately deliver such document to the Purchaser. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Originator shall deliver a copy of such document certified by an officer of the Originator to be a true and complete copy of the original to the Purchaser.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (a) in blank or (b) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB1, without recourse," or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (a) in blank or (b) to "U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB1, without recourse"; (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing this Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. The Seller or its designee shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller or its designee shall furnish the Trustee, or its designated agent, with a copy of each assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements in the following form: "Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB1, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB5, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB5, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy, other than for those Mortgage Loans listed on Exhibit V to the Pooling and Servicing Agreement; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If If, pursuant to Section 2.02(v) above, the original lender’s 's title insurance policy on a Mortgage Loan was not required to be delivered as required by this Section 2.01and was not, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB5, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is included as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the following documents or instruments set forth in Section 2.01(a(with respect to each Mortgage Loan, a "Mortgage File") of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of JPMorgan Chase Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB2, 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; (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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "JPMorgan Chase Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB2, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of the lender's title insurance policy, other than for those Mortgage Loans listed on Exhibit V to the Pooling and Servicing Agreement; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) for each FHA Loan, the original mortgage insurance certificate. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If If, pursuant to Section 2.02(v) above, the original lender’s 's title insurance policy on a Mortgage Loan was not required to be delivered as required by this Section 2.01and was not, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the TrusteeTrustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC purposes). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded; provided, however, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such Assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Under the terms of the Pooling and Servicing Agreement, the Seller shall be required to deliver such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording. 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Seller shall cause to be completed such endorsements "Pay to the order of JPMorgan Chase Bank, National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB2, without recourse."

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "MORTGAGE LOAN SCHEDULE") which forms a part of is included as Schedule A 1 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loansassignment, the Seller shallSeller, on behalf of the Purchaser, does hereby deliver or cause to be delivered to, and deposit with, the Custodian, as the agent of with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2004, among Citigroup Mortgage Loan Trust Inc., National City Mortgage Co. and U.S. Bank National Association, without recourse," or with respect to any lost Mortgage Note, an original lost note affidavit, together with a copy of the related Mortgage Note; (ii) the original Mortgage (noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan) 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of Mortgage, in form and substance acceptable for recording, either (A) in blank or (B) to " U.S. Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 2004, among Citigroup Mortgage Loan Trust Inc., National City Mortgage Co. and U.S. Bank National Association, without recourse," (iv) an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original mortgagee policy of title insurance or attorney's opinion of title and abstract of title; and (vi) the original or copies of each assumption, modification, consolidation or extension agreement, with evidence of recording thereon. With respect to a maximum of 1.0% of the Mortgage Loans, calculated by reference to the outstanding principal balance of the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in clause (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 in a form satisfactory to the Purchaser. 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Seller further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian Trustee or the Custodian, no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee or the Custodian, promptly upon receipt thereof thereof, of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Trustee or the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or to deliver such missing document to the TrusteeTrustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement3.01 hereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. . (b) The Seller shall cause the Assignments of Mortgage which were delivered in blank to be completed and (except with respect to any Mortgage Loan for which MERS is identified on the Purchaser shallMortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record) shall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent consistent necessary, in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver or cause to be delivered such assignments for recording within 30 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with this Agreementa copy of each assignment of Mortgage submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, take the Seller shall promptly have a substitute Assignment prepared or have such actions defect cured, as the case may be, and thereafter cause each such Assignment to be necessary duly recorded. Notwithstanding the foregoing, the Assignments of Mortgage shall not be required to ensure thatbe submitted for recording with respect to any Mortgage Loan in any jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the rated Certificates at the time of their initial issuance; provided, if this Agreement were deemed to create a security interest however, the Assignments of Mortgage shall be submitted for recording in the Mortgage Loansmanner described above, such security interest would be deemed at no expense to be the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least [25]% of the Voting Rights, (ii) the occurrence of a perfected security interest Master Servicer Event of first priority under applicable law and will be maintained Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as such throughout the term described in Section 6.04 or in Article VII of the Pooling and Servicing Agreement, (v) with respect to any particular Mortgage Loan, upon the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) with respect to any particular Mortgage Loan that has defaulted, upon such defaulted Mortgage Loan becoming 90 days or more Delinquent or at such other time as the recordation of the Assignment of Mortgage relating to such defaulted Mortgage Loan shall customarily be effected, in connection with the foreclosure thereupon, by the Master Servicer in accordance with the servicing standards set forth in the Pooling and Servicing Agreement. In the event of (i) through (vi) set forth in the immediately preceding sentence, the Seller at its own expense shall deliver or cause to be delivered such assignments for recording as provided above, promptly and in any event within 30 days following such event.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such the Mortgage Loans specifying specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file, file (the "Mortgage Loan Schedule") which forms a part of Schedule A is set forth as Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit withwith the Trustee (or the custodians (each, a "Custodian") designed by the Custodian, as the agent of the Trustee, the documents or instruments set forth Trustee in Section 2.01(a) of the Pooling and Servicing Agreement Agreement) the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the related mortgage note; (ii) with respect to the Fremont Mortgage Loans only, 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 or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank; (iv) with respect to the Fremont Mortgage Loans only, an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) with respect to the Fremont Mortgage Loans only, the original or a certified copy of the lender's title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) any additional documents required to be delivered following a Document Transfer Event (as defined in the Pooling and Servicing Agreement). If any of the documents referred to above in Section 2.02(ii), (iii) or (iv) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the applicable Custodian on behalf of the Trustee no later than the Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodianapplicable Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this delivered, with respect to the Fremont Mortgage Loans only, pursuant to Section 2.012.02(v) above, the Seller shall deliver or cause to be delivered to the Custodianapplicable Custodian on behalf of the Trustee, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original to be delivered to the Custodianapplicable Custodian on behalf of the Trustee, promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the applicable Custodian on behalf of the Trustee 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 120 days to cure such defect or deliver such missing document to the Trusteeapplicable Custodian on behalf of the Trustee (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 2.03 of the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing or defective document. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (yb) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee, 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 shall, on behalf aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the PurchaserPool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, deliver and the original recorded power of attorney, if the Mortgage was executed pursuant to and deposit witha power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the Custodianapplicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the agent case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to "Norwest Bank Minnesota, National Association, as Trustee, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the documents original or instruments set forth a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in Section 2.01(a) its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement Agreement. If any original Mortgage Note referred to in Section 2.02(i) cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee, as assignee of the Purchaser, of a photocopy of the original of such Mortgage Note, with respect to each Mortgage Loan so transferred and assignedan original Lost Note Affidavit. If any of the documents referred to in Sections 2.02(ii), (iii) or (iv) above has 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 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 Custodian no later than Trustee, as assignee of the Closing DatePurchaser, of a copy of each such document certified by the Seller 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 Seller, delivery to the Custodian, Trustee 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 Certificate Insurer and the Trustee by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender’s 's title insurance policy on a Mortgage Loan was not delivered as required by this pursuant to Section 2.012.02(vi) above, the Seller shall deliver or cause to be delivered to the CustodianTrustee, a written commitment or interim binder or preliminary report of title issued by promptly after receipt thereof, the original lender's title insurance or escrow company, with the original to be delivered to the Custodian, promptly upon receipt thereofpolicy. The Seller shall deliver or cause to be delivered to the Custodian Trustee, promptly upon receipt thereof 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to the Mortgage Loans Loans, the Yield Maintenance Agreement Purchase Price and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans Loans, the Yield Maintenance Agreement Purchase Price and other property described above, whether now existing or hereafter created, to secure all of the Seller’s 's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoans and the Yield Maintenance Agreement Purchase Price, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. (a) In connection with any the transfer pursuant to Section 2.01 Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, Date with respect to the Initial Mortgage Loans and on or prior to the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans (xa) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement Trust, and (yb) to deliver to the Purchaser and the Indenture Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Off Date, (i) its account number and (ii) the Cut-off Off Date Principal Balance. Such file, which forms a part of Schedule A Exhibit B to the Pooling and Servicing AgreementIndenture, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of any conveyance by the Mortgage LoansSeller, the Seller shall, shall on behalf of the Purchaser, Purchaser deliver to and deposit with, with the CustodianIndenture Trustee, as the agent assignee of the TrusteePurchaser, on or before the Closing Date or Subsequent Transfer Date, as applicable (or such later date as permitted herein) the following documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred (the "Related Documents"): (a) The original Mortgage Note, with all prior and assigned. If any intervening endorsements showing a complete chain of endorsements from the originator of the documents referred Mortgage Loan to above the Person so endorsing the Mortgage Loan to the Indenture Trustee, endorsed by such Person "Pay to the order of Deutsche Bank National Trust Company, as Indenture Trustee for Home Loan Mortgage Loan Trust 2004-2, Asset Backed Notes, Series 0000-0 xxxxxut recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer of the Seller; (b) Any of: (i) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (ii) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller and otherwise complying with the provisions of the next following paragraph, or by the closing attorney by facsimile or manual signature, or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy 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 and related power of attorney, if any, certified by the public recording office; (c) The original Assignment of Mortgage in recordable form, from the Seller to "Deutsche Bank National Trust Company, as Indenture Trustee for Home Loan Mortgage Loan Trust 2004-2". Any such Assignments of Mortgage may be made by blanket assignments for Mortgage Loans secured by the Mortgaged Properties located in the same county, if permitted by applicable law; (d) The original lender's policy of title insurance or a true copy thereof, or if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete, or if such lender's title insurance policy has not been issued as of the Closing Date been submitted for recording but either Date, a marked-up commitment (xbinder) has not been returned to issue such policy; (e) All intervening assignments, if any, showing a complete chain of assignments from the applicable public originator to the Seller, including any recorded warehousing assignments, with evidence of recording office thereon, certified by a Responsible Officer of the Seller by facsimile or (y) has been lost or such public recording office has retained manual signature as a true copy of the original of such documentintervening assignments; and (f) Originals of all assumption, written assurance, substitution and modification agreements, if any. In instances where the obligations of original recorded Mortgage cannot be delivered by the Seller to deliver such documents shall be deemed the Indenture Trustee prior to be satisfied upon (1) or concurrently with the execution and delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller in the case of (x) above this Agreement or the applicable public recording office Subsequent Transfer Agreement, as applicable, as contemplated by clause (b)(ii) above, due to a delay 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 Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01connection with recording, the Seller shall may in lieu of delivering such original recorded Mortgage, deliver prior to or concurrently with the execution of this Agreement or the Subsequent Transfer Agreement, as applicable, to the Indenture Trustee a copy thereof, provided that the 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. In all such instances, the Seller will deliver or cause to be delivered the original recorded Mortgage to the CustodianIndenture Trustee, a written commitment or interim binder or preliminary report as assignee of title issued by the title insurance or escrow company, with the original to be delivered to the CustodianPurchaser, promptly upon receipt thereofthereof but in no event later than one year after the Closing Date or Subsequent Transfer Date, as applicable. The Seller shall deliver or cause hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Initial Mortgage Loans maintained by the Seller to be delivered clearly and unambiguously marked to indicate that the Initial Mortgage Loans have been sold to the Custodian 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing AgreementTrust. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Initial Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.012.1. The parties hereto intend It is intended that the transaction set forth herein be a sale by the Seller to the Purchaser conveyance of all the Seller’s 's right, title and interest in and to the Initial Mortgage Loans pursuant to this Agreement shall constitute, and other shall be construed as, a sale of such property described aboveand not a grant of a security interest to secure a loan. In the event the transaction set forth herein However, if such conveyance is deemed not to be in respect of a saleloan, it is intended that: (1) the rights and obligations of the Seller and the Purchaser shall be established pursuant to the terms of this Agreement; (2) the Seller hereby grants to the Purchaser a first priority security interest to secure repayment of an obligation in an amount equal to the aggregate principal balance of the Initial Mortgage Loans in all of the Seller’s 's right, title and interest in, to and under under, whether now owned or hereafter acquired, the Initial Mortgage Loans and other the property described above, above and all proceeds of any and all such property whether now existing or hereafter created, created to secure all of the Seller’s obligations hereundersuch obligation; and (3) this Agreement shall constitute a security agreement under applicable law. The Seller If such conveyance is deemed to be in respect of a loan and the Purchaser shall, Trust created by the Indenture terminates prior to the extent consistent with this Agreementsatisfaction of the claims of the Purchaser, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a the security interest created hereby shall continue in full force and effect and the Mortgage Loans, such security interest would Indenture Trustee shall be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term collateral agent for the benefit of the Pooling Purchaser, and Servicing Agreementall proceeds shall be distributed as herein provided.