Common use of Conveyance of the Mortgage Loans Clause in Contracts

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Lender- Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, to and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyInterest Rate Swap Agreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificates and the Note Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Home Equity Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Purchase Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to hereunder. The parties hereto intend that the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership conveyance of the Mortgage Loans as well as by the economic burdens associated with such ownership, subject Company to the lien Trust hereunder constitute a sale by the Company to the Trust of all of the Indenture Company's right, title and subject interest in and to this Agreementthe Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Mortgage Loans for the benefit of the Noteholders and the Note Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyContracts. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the The Depositor hereby grants understands and agrees that it is not intended that any Mortgage Loan conveyed to the Trust pursuant to this Section 3.01 be a security interest in "High-Cost Home Loan" as defined by the Owner Trust Estate Homeownership and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under Equity Protection Act of 1994 or any other applicable lawpredatory or abusive lending laws.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf Trust without recourse (subject to Sections 2.02 and 2.04) all of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to (i) each Mortgage Loan and the related Mortgage LoansFile, including its Cut-Off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal received after the related Cut-Off Date; (ii) property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) any insurance policies maintained in respect of the Mortgage Loans (including any insurance proceeds); (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all proceeds of the foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Depositor agree to take or cause to be taken such actions (including without limitation (i) the filing of the UCC-1 financing statements with respect the Secretary of State of the State of Tennessee, in the case of the Seller, and the Secretary of State of the State of Delaware, in the case of the Depositor and the Trust, in each case by no later than 10 days after the Closing Date, describing the Cut-Off Date Principal Balances and Additional Balances related to the Mortgage Loans after and (x) naming the Seller as debtor and the Depositor as secured party, in the case of the UCC-1 financing statement for the Seller, (y) naming the Depositor as debtor and the Trust as secured party, in the case of the UCC-1 financing statement for the Depositor, and (z) naming the Trust as debtor and the Indenture Trustee as secured party, in the case of the UCC-1 financing statement for the Trust, and (ii) the filing of any amendments to such UCC-1 financing statements required to reflect a change in the name or jurisdiction of organization of the Seller, the Depositor or the Trust, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest, in the case of the Seller, the Trust’s interest, in the case of the Depositor, and the Class A Noteholders’, the Indenture Trustee’s and the Insurer’s interests, in the case of the Trust, in each Cut-off Off Date (other than payments of principal Principal Balance and interest due on Additional Balances related to the Mortgage Loans on or before and the Cut-off Date)proceeds thereof. In addition, the Master Servicer agrees to file or cause to be filed continuation statements with respect to such financing statements as required and for as long as this Agreement and the Indenture remain outstanding. In the event any loss is suffered by the Insurer or the Indenture Trustee, on behalf of the Class A Noteholders in respect of any Mortgage Loan as a result of a failure by the Seller or the Depositor hereby assigns to file on or prior to the Trust all of its rightClosing Date the UCC-1 financing statements referred to in this Section 2.01, title, and interest in, to, and under the Seller shall on the Business Day next preceding the Payment Date in the month following the Due Period during which such loss occurred purchase such Mortgage Loan Sale and Contribution AgreementLoan. Such purchase shall be accomplished in the same manner as set forth in Section 2.02. In addition, the Depositor hereby assigns on or prior to the Trust all of its rightClosing Date, title and interest in, to, and under the Derivative Contracts and Seller shall cause the Special Certificate Cap Contract. The Depositor will also provide Insurer to deliver the Trust with Insurance Policy to the Radian Lender-Paid PMI Policy. The conveyance Indenture Trustee for the benefit of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable lawClass A Noteholders.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements to the extent of the Subsequent Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Swap Agreements, Cap Contracts, Corridor Contract and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyCorridor Contracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesCertificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Cap Contracts, Corridor Contract and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title Agreement and interest in, to, and under the Derivative Contracts and (ii) the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyCorridor Contracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf Trust without recourse (subject to Sections 2.02 and 2.04) all of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to (i) each Mortgage Loan and the related Mortgage LoansFile, including its Cut-Off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal received after the related Cut-Off Date; (ii) property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) any insurance policies maintained in respect of the Mortgage Loans (including any insurance proceeds); (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in the Trust for the benefit of the Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all proceeds of the foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Depositor agree to take or cause to be taken such actions (including without limitation (i) the filing of the UCC-1 financing statements with respect the Secretary of State of the State of Tennessee, in the case of the Seller, and the Secretary of State of the State of Delaware, in the case of the Depositor and the Trust, in each case by no later than 10 days after the Closing Date, describing the Cut-Off Date Principal Balances and Additional Balances related to the Mortgage Loans after and (x) naming the Seller as debtor and the Depositor as secured party, in the case of the UCC-1 financing statement for the Seller, (y) naming the Depositor as debtor and the Trust as secured party, in the case of the UCC-1 financing statement for the Depositor, and (z) naming the Trust as debtor and the Indenture Trustee as secured party, in the case of the UCC-1 financing statement for the Trust, and (ii) the filing of any amendments to such UCC-1 financing statements required to reflect a change in the name or jurisdiction of organization of the Seller, the Depositor or the Trust, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest, in the case of the Seller, the Trust’s interest, in the case of the Depositor, and the Noteholders’, the Indenture Trustee’s and the Insurer’s interests, in the case of the Trust, in each Cut-off Off Date (other than payments of principal Principal Balance and interest due on Additional Balances related to the Mortgage Loans on or before and the Cut-off Date)proceeds thereof. In addition, the Master Servicer agrees to file or cause to be filed continuation statements with respect to such financing statements as required and for as long as this Agreement and the Indenture remain outstanding. In the event any loss is suffered by the Insurer or the Indenture Trustee, on behalf of the Noteholders in respect of any Mortgage Loan as a result of a failure by the Seller or the Depositor hereby assigns to file on or prior to the Trust all of its rightClosing Date the UCC-1 financing statements referred to in this Section 2.01, title, and interest in, to, and under the Seller shall on the Business Day next preceding the Payment Date in the month following the Due Period during which such loss occurred purchase such Mortgage Loan Sale and Contribution AgreementLoan. Such purchase shall be accomplished in the same manner as set forth in Section 2.02. In addition, the Depositor hereby assigns on or prior to the Trust all of its rightClosing Date, title and interest in, to, and under the Derivative Contracts and Seller shall cause the Special Certificate Cap Contract. The Depositor will also provide Insurer to deliver the Trust with Insurance Policy to the Radian Lender-Paid PMI Policy. The conveyance Indenture Trustee for the benefit of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable lawNoteholders.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby contributetransfers, transferassigns, convey sets over and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all its right, title and interest of the Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Seller on the Startup Day, all right, title and interest in and to the principal and interest (including prepaid interest) due on each such Initial Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans Loan after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust ) and all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest inin and to all Insurance Policies; provided, tohowever, that the Seller reserves and under retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Derivative Contracts Cut-Off Date. The transfer by the Seller of the Initial Mortgage Loans and the Special Certificate Cap ContractSubsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. The Depositor will also provide It is intended that the Trust with the Radian Lender-Paid PMI Policy. The sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans by conveying good title thereto free and clear of any liens and encumbrances from the Depositor Seller to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of that the Mortgage Loans as well as not be part of the economic burdens associated with Seller's estate in the event of an insolvency. In the event that any such ownershipconveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, subject the parties intend that the Seller shall be deemed to have granted to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust Trustee a security interest of first priority in all of the Seller's right, title and interest in the Owner Trust Estate Mortgage, Note and all distributions thereon and proceeds thereofthe File, and that this Trust Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the State of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). In additionThe Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Floating Rate Certificates. The Depositor, the Depositor hereby assigns to Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust all of Fund and not in its rightindividual capacity. In connection with such transfer and assignment, titlethe Depositor, and interest in, does hereby deliver to, and under deposit with the Trustee the following documents or instruments with respect to each Mortgage Loan Sale so transferred and Contribution Agreement. In additionassigned (in each case, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the a “Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.File”) :

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its rightthe Initial Mortgage Loans, title (ii) the Subsequent Mortgage Loan Sale and interest in, to, Contribution Agreements to the extent of the Subsequent Mortgage Loans and under the Derivative Contracts and (iii) the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyContracts. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Assignment Agreements, payments made to the Trust Administrator by the Swap Administrator under the Swap Administration Agreement and the Swap Account and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). Any payments received on the Mortgage Loans after the Cut-off Date, whether in the form of Monthly Payments, Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries or any other amounts collected on such Mortgage Loan, shall be used first to satisfy any amounts due on such Mortgage Loan on or prior to the Cut-off Date, to the Person and in the amount certified by the Servicer to the Depositor on the Closing Date. The Depositor herewith delivers to the Trustee executed originals of each Assignment Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with, to the Custodian (on behalf of the Trustee), with respect the Mortgage Loan Sale and Contribution Agreement. In additionLoans, the Depositor hereby assigns following documents or instruments with respect to the Trust all of its right, title each Mortgage Loan so transferred and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the assigned (a “Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.File”):

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreements and the Assignment Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder) , and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the applicable Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreements, and Assignment Agreements and the MGIC PMI Policy. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2.1 of the First Union Custodial Agreement and Contribution Section 2 of the U.S. Bank Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and as further described in the First Union Custodial Agreement and the U.S. Bank Custodial Agreement, the applicable Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, each of the Depositor hereby assigns and Wells Fargo Home Mortgage, Xxx. under the First Union Custodial Agreement and the Depositor and U.S. Bank under the U.S. Bank Custodial Agreement will have to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor applicable Custodian as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction more particularly set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable lawtherein.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder Custodian as more particularly set forth therein. Notwithstanding anything to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth contrary contained herein, the Depositor will retain without interruption, through parties hereto acknowledge that the ownership functions of the CertificatesTrustee with respect to the custody, the economic benefits associated with ownership acceptance, inspection and release of the Mortgage Loans as well as Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the economic burdens associated with such ownership, subject certifications shall be performed by the Custodian pursuant to the lien terms and conditions of the Indenture and subject to this Custodial Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Initial Mortgage Loans, including all interest and principal received on or with respect to the Initial Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Home Equity Loan Purchase Agreement and the Home Equity Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Initial Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder hereunder. The parties hereto intend that the conveyance of the Initial Mortgage Loans by the Company to the Depositor as Holder, and Trust hereunder constitute a sale by the Depositor has no present intention Company to the Trust of selling any all of the Certificates. AccordinglyCompany's right, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject title and interest in and to the lien of the Indenture and subject to this AgreementInitial Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Initial Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed original Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a “Mortgage File”): the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Xxxxx Fargo Bank, N.A., as Trustee under the Mortgage Loan Sale applicable agreement, without recourse,” with all prior and Contribution Agreement. In addition, intervening endorsements showing a complete chain of endorsement from the Depositor hereby assigns originator to the Trust all Person so endorsing to the Trustee; the original Mortgage with evidence of its right, title and interest in, torecording thereon, and under the Derivative Contracts original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; an original Assignment in blank; the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and the Special Certificate Cap Contract. The Depositor will also provide original lender’s title insurance policy, together with all endorsements or riders that were issued with or subsequent to the Trust with issuance of such policy, insuring the Radian Lender-Paid PMI Policy. The conveyance priority of the Mortgage Loans as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the Depositor title insurance or escrow company. With respect to the Trust hereunder is intended to facilitate the simultaneous issuance a maximum of approximately 2.00% of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as HolderMortgage Loans, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership by outstanding Stated Principal Balance of the Mortgage Loans as well of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trustee within three Business Days. The Depositor shall (at the expense of the Originator) promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Depositor shall (at the expense of the Originator) cause each original Assignment to be executed in the following form: “Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Depositor shall (at the expense of the Originator) promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the economic burdens associated with case may be, and thereafter cause each such ownership, subject Assignment to be duly recorded. The Depositor herewith delivers to the lien Trustee an executed copy of the Indenture Mortgage Loan Purchase Agreement. Notwithstanding the foregoing, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and subject (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Depositor shall (at the expense of the Originator) deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Servicer. If any of the documents referred to this in Sections 2.01(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 Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the 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. Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee and the Rating Agencies by the Originator if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the transactions contemplated by this Trust Agreement are determined original lender’s title insurance policy was not delivered pursuant to constitute a financingSection 2.01(vi) above, the Depositor hereby grants shall deliver or cause to be delivered to the Trust Trustee, promptly after receipt thereof, the original lender’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee promptly upon receipt thereof any other original documents constituting a security interest 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. All original documents relating to the Mortgage Loans that are not delivered to the Trustee are and shall be held by or on behalf of the Originator, the Seller, the Depositor or the Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate that is a high-cost home loan” as defined by the Homeownership and all distributions thereon Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to execute, deliver and proceeds thereofperform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Holders of the Class A Certificates and Mezzanine Certificates. The Seller, the Depositor, the Servicer and this the Holders of the Class A Certificates and Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform the Trust’s obligations under the Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Agreement shall constitute a security agreement under applicable lawFund and not in its individual capacity.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). The Depositor hereby assigns to the Trust all of its right, title and interest in the Group 1 and Group 2 Pre-Funding Account. In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey convey, sell and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to (a) the Mortgage Loans, including all interest accruing thereon and principal all collections in respect thereof received on or after the Cut-Off Date; (b) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (c) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; (d) the Mortgage Loan Purchase Agreement, (including the right to purchase Additional Balances with respect to the Mortgage Initial Loans and the Additional Loans and all monies and proceeds due thereon after the Cut-off Date applicable Deposit Date, and the related Additional Balances in accordance with the terms thereof); and (other than payments e) all proceeds of principal and interest due on the Mortgage Loans on or before foregoing. (Notwithstanding the Cut-off Date). In additionforegoing, the Depositor hereby assigns has no interest in and does not convey, and the Trust shall not assume, the obligation under each related Loan Agreement to fund Draws by the Mortgagor thereunder.) The parties hereto intend that the transaction set forth herein be a sale by the Depositor to the Trust of all of its right, title, title and interest in, to, in and under to the Mortgage Loan Sale Loans and Contribution Agreementthe other property described above. In additionthe event that the transaction set forth herein is not deemed to be a sale, the Depositor hereby assigns grants to the Trust Issuer a security interest in all of its right, title and interest in, to, to and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and Estate, all distributions thereon and all proceeds thereof, ; and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). A copy of the Mortgage Loan Purchase Agreement is attached hereto as Exhibit F. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In connection with such delivery and Contribution Agreementas further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements, if a Custodian discovers a defect with respect to any Mortgage Loan Document, such Custodian will give written specification of such defect to the Master Servicer, the Depositor, the Servicer and the Trustee. Upon receipt of such notice, the Depositor hereby assigns or the Trustee will provide notice to the Trust all Sponsor of its rightsuch defect and the Sponsor shall either cure such defect or repurchase or substitute the related Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement. Notwithstanding anything to the contrary contained herein, title the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and interest inrelease of the Mortgage Files, toincluding, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and under preparation and delivery of the Derivative Contracts certifications shall be performed by the Custodians pursuant to the terms and conditions of the Special Certificate Cap ContractCustodial Agreements. The Depositor will also provide shall deliver or cause the Trust with related originator to deliver to the Radian Lender-Paid PMI PolicyServicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or related Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a security agreement “high risk home loan” under applicable lawthe Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign in trust to the Trust, on behalf Trustee without recourse for the benefit of the Holders of Certificateholders all the Bonds and the Certificates, without recourse, all its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, including without limitation the right to enforce the obligations of the other parties thereto thereunder), (v) all other assets included or to be included in the Trust Fund, (vi) any Net Swap Payment and any Swap Termination Payment paid by the Swap Provider and deposited into the Swap Account, (vii) the Reserve Fund, (viii) the amounts in the Collection Account, the Distribution Account and the Swap Account, and (ix) all proceeds of any of the foregoing. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor Depositor, does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with Xxxxx Fargo Bank, N.A., as the designated agent of the Trustee (the “Custodian”), the following documents or instruments with respect to each Mortgage Loan Sale so transferred and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.assigned:

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the The Depositor hereby grants understands and agrees that it is not intended that any Mortgage Loan conveyed to the Trust pursuant to this Section 3.01 be a security interest in "High-Cost Home Loan" as defined by the Owner Trust Estate Homeownership and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under Equity Protection Act of 1994 or any other applicable lawpredatory or abusive lending laws.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders and the Certificate Insurer, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement, the right to receive any amounts payable under the Cap Contract and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. The Depositor herewith delivers to the Trustee the Policy. The Depositor hereby directs the Trustee, and the Trustee is hereby authorized, to enter into the Cap Contract, solely in its capacity as Trustee hereunder, with the counterparty thereunder. In additionfurtherance of the foregoing, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holderdirects, and the Depositor has no present intention of selling any Trust Administrator is hereby authorized, to enter into the Cap Contract, solely in its capacity as Trust Administrator hereunder and on behalf of the CertificatesTrustee, in turn solely in its capacity as Trustee hereunder, with the counterparty thereunder. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor The Trustee hereby grants to the Trust Administrator a security interest limited power of attorney to enter into the Cap Contract, solely in its capacity as Trust Administrator hereunder and on behalf of the Owner Trust Estate Trustee, in turn solely in its capacity as Trustee hereunder. In connection with such transfer and all distributions thereon and proceeds thereofassignment, the Depositor does hereby deliver to, and this deposit with, the Trust Agreement shall constitute Administrator on behalf of the Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a security agreement under applicable law."Mortgage File"):

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and . The Depositor intends to sell the Depositor has no present intention of selling any Certificates to an affiliate of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruptiontransfer, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Securities and the CertificatesTrust Certificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Securities under the Indenture and issuance of the Certificates Trust Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Trust Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesTrust Certificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby contributetransfers, transferassigns, convey sets over and assign otherwise conveys without recourse, to Trust C, for pledge to the Trust, Indenture Trustee on behalf of the Holders of the Bonds and the Certificates, without recourse, Class C Noteholders all its right, title and interest of the Sponsor in and to (i) each Mortgage Loan listed on the Schedule of Mortgage Loans, including its Loan Balance and all interest and principal collections in respect thereof received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than excluding payments in respect of principal and accrued interest due on the Mortgage Loans on or before prior to the Cut-off Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the Sponsor's rights under the hazard insurance policies; and (iv) all other assets included or to be included in the Trust Estate for pledge to the Indenture Trustee on behalf of the Class C Noteholders and the Note Insurer. In addition, the Depositor hereby assigns on or prior to the Closing Date, the Sponsor shall cause the Note Insurer to deliver the Trust all C Note Policy to Trust C for pledge to the Indenture Trustee on behalf of its rightthe Class C Noteholders. The foregoing transfer, titleassignment, set-over and conveyance shall be made by the Sponsor to Trust C for pledge to the Indenture Trustee on behalf of the Class C Noteholders, and interest ineach reference in this Agreement to such transfer, toassignment, set-over and under the Mortgage Loan Sale conveyance shall be construed accordingly. The Sponsor agrees to take or cause to be taken such actions and Contribution Agreement. In additionexecute such documents (including, without limitation, the Depositor hereby assigns to filing of all necessary continuation statements for the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest UCC-1 financing statements filed in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement State of New York (which shall constitute a security agreement under applicable law.have been filed

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and the Servicers on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the related originator to deliver to each Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing its obligations under this Agreement or the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of selling any this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the CertificatesSeller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. AccordinglyLaws Ch. 183C) or as defined in the Indiana High Cost Home Loan Act) and (ii) Qualified Substitute Mortgage Loans (which, at by definition as set forth herein and referred to in the time Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the transaction set forth hereinSeller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 or as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C). The Depositor will retain without interruption, through and the ownership Trustee on behalf of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture Trust understand and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to agree that it is not intended that any mortgage loan be included in the Trust that is a security interest "High-Cost Home Loan" as defined in the Owner Trust Estate and all distributions thereon and proceeds thereofNew Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute a security agreement under applicable law2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana High Cost Home Loan Act.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the related Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement and the MGIC PMI Policy. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicers and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Originator to deliver to the related Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicers to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicers may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing their respective obligations under this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders and the Certificate Insurer, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contract, the right to any payments made by the Cap Counterparty under the Cap Contract, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and any Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). A copy of the Mortgage Loan Purchase Agreement is attached hereto as Exhibit F. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In connection with such delivery and Contribution Agreementas further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicers, the Sponsor and the Certificate Insurer certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements if a Custodian discovers a defect with respect to any Mortgage Loan Document, such Custodian will give written specification of such defect to the Master Servicer, the Depositor, the Servicer, the Trustee and the Certificate Insurer. Upon receipt of such notice, the Depositor hereby assigns or the Trustee will provide notice to the Trust all Sponsor of its rightsuch defect and the Sponsor shall either cure such defect or repurchase or substitute the related Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement. Notwithstanding anything to the contrary contained herein, title the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and interest inrelease of the Mortgage Files, toincluding, but not limited to certain insurance policies and documents contemplated by Section 4.11, and under preparation and delivery of the Derivative Contracts certifications shall be performed by the Custodians pursuant to the terms and conditions of the Special Certificate Cap ContractCustodial Agreements. The Depositor will also provide shall deliver or cause the Trust with related originator to deliver to the Radian Lender-Paid PMI Policyrelated Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicers to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated related Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a security agreement “high risk home loan” under applicable lawthe Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy, the Radian Lender-Paid PMI PolicyPolicy and the Seller Guarantee. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Class A-1A Interest Rate Cap Agreement and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, to and under the Derivative Contracts and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy and PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Group I Interest Rate Cap Agreement and the Special Certificate NIMs Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the related Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicers and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Seller to deliver to the related Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicers to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicers may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing their respective obligations under this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements to the extent of the Subsequent Mortgage Loans and Seasoned Mortgage Loans, as applicable. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). The Depositor hereby assigns to the Trust all of its right, title, and interest in the Group 1 Pre-Funding Account. In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby contributetransfers, transferassigns, convey sets over and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all its right, title and interest of the Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Seller on the Startup Day, all right, title and interest in and to the principal and interest (including prepaid interest) due on each such Initial Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans Loan after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust ) and all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest inin and to all Insurance Policies; provided, tohowever, that the Seller reserves and under retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Derivative Contracts Cut-Off Date. The transfer by the Seller of the Initial Mortgage Loans and the Special Certificate Cap ContractSubsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. The Depositor will also provide It is intended that the Trust with the Radian Lender-Paid PMI Policy. The sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans by conveying good title thereto free and clear of any liens and encumbrances from the Depositor Seller to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of that the Mortgage Loans as well as not be part of the economic burdens associated with Seller's estate in the event of an insolvency. In the event that any such ownershipconveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, subject the parties intend that the Seller shall be deemed to have granted to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust Trustee a security interest of first priority in all of the Seller's right, title and interest in the Owner Trust Estate Mortgage, Note and all distributions thereon and proceeds thereofthe File, and that this Trust Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the States of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicer or the Interim Servicers on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to (a) the Trustee and the Servicer, an executed copy of the Mortgage Loan Purchase Agreement and (b) to the Master Servicer and the Trustee, an executed copy of each Assignment Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the related Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any mortgage loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute a security agreement under applicable law2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyContracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with two separate Bond Insurance Policies, the Radian Lender-Paid CMAC PMI PolicyPolicy and the Cap Contract Deposit. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, ------------------------------------ concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with the Radian Lender-Paid PMI a Bond Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale Purchase Agreement and Contribution the Ownership Transfer Agreement. In additionNotwithstanding the above, the Depositor hereby assigns Trust shall be entitled to all scheduled payments of principal and interest due on or before the Cutoff Date and collected after the Cut-off Date with respect to any Mortgage Loan listed on Exhibit 3 to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyIndenture. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Equity Certificates hereunder to hereunder. The parties hereto intend that the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership conveyance of the Mortgage Loans as well as by the economic burdens associated with such ownership, subject Depositor to the lien Trust hereunder constitute a contribution by the Depositor to the Trust of all of the Indenture Depositor's right, title and subject interest in and to this Agreementthe Mortgage Loans. If However, if the transactions contemplated by this Owner Trust Agreement are determined to constitute a financing, the Depositor hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Owner Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Mortgage Loans for the benefit of the Noteholders, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Class AV Interest Rate Cap Agreement, the Class AF-1 Interest Rate Cap Agreement and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Originators to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of selling any of this Agreement to be included in the Certificates. Accordingly, at the time of the transaction set forth herein, Trust are limited to (i) Mortgage Loans (which the Depositor will retain without interruptionacquired pursuant to the Mortgage Loan Purchase Agreement, through the ownership of the Certificateswhich contains, the economic benefits associated with ownership among other representations and warranties, a representation and warranty of the Mortgage Loan Seller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by definition as well as set forth herein and referred to in the economic burdens associated with such ownershipMortgage Loan Purchase Agreement, subject are required to conform to, among other representations and warranties, the lien representation and warranty of the Indenture Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. The Depositor and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any mortgage loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute a security agreement under applicable law2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of selling any of this Agreement to be included in the Certificates. Accordingly, at the time of the transaction set forth herein, Trust are limited to (i) Mortgage Loans (which the Depositor will retain without interruptionacquired pursuant to the Mortgage Loan Purchase Agreement, through the ownership of the Certificateswhich contains, the economic benefits associated with ownership among other representations and warranties, a representation and warranty of the Mortgage Loan Seller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by definition as well as set forth herein and referred to in the economic burdens associated with such ownershipMortgage Loan Purchase Agreement, subject are required to conform to, among other representations and warranties, the lien representation and warranty of the Indenture Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. The Depositor and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any mortgage loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute a security agreement under applicable law2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation, the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns deliver to and deposit with the Custodian, pursuant to the Trust all of its rightCustodial Agreement, title, and interest in, to, and under the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian, as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to, certain insurance policies and documents contemplated by Section 3.10, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the Depositor as Holderterms and conditions of the Custodial Agreement. The Master Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents, and the Depositor has no present intention shall cause the Master Servicer to be reimbursed for any such cost that the Master Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted, by the terms of selling any of this Agreement, to be included in the Certificates. Accordingly, at the time of the transaction set forth herein, Trust are limited to (a) Mortgage Loans (which the Depositor will retain without interruptionacquired pursuant to the Mortgage Loan Purchase Agreement, through the ownership of the Certificateswhich contains, the economic benefits associated with ownership among other representations and warranties, a representation and warranty of the Mortgage Loan Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) and (b) Qualified Substitute Mortgage Loans (which, by definition as well as set forth herein and referred to in the economic burdens associated with such ownershipMortgage Loan Purchase Agreement, subject are required to conform to, among other representations and warranties, the lien representation and warranty of the Indenture and subject to this AgreementMortgage Loan Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004). If the transactions contemplated by this Trust Agreement are determined to constitute a financingThe Depositor, the Depositor hereby grants Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed to the Trust that is either (i) a security interest “High-Cost Home Loan,” as defined in the Owner Trust Estate and all distributions thereon and proceeds thereofNew Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute 2003, (ii) a security agreement under applicable law“High-Cost Home Loan,” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan,” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, or (iv) a “High-Cost Home Loan,” as defined by the Indiana Home Loan Practices Act effective January 1, 2005.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy and PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). A copy of the Mortgage Loan Purchase Agreement is attached hereto as Exhibit F. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicers and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents relating to Mortgage Loans serviced by such Servicer and required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. Neither Servicer shall be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause each Servicer to be reimbursed for any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated such costs it may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a security agreement “high risk home loan” under applicable lawthe Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement and the MGIC PMI Policy. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurring in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy, the CMAC PMI PolicyPolicy and the Cap Contract Deposit. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreement to the extent of the Subsequent Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder) and the Subsequent Mortgage Loan Purchase Agreement, such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Pre-Funding Account, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and the Servicers and the Interim Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodians as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor as Holdershall deliver or cause the related Originator to deliver to the related Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicers to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicers may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute that is a security agreement under "High-Cost Home Loan" as defined in HOEPA or any other applicable predatory or abusive lending law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor and the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). A copy of the Mortgage Loan Purchase Agreement is attached hereto as Exhibit F. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the related originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any Mortgage Loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a security agreement “high risk home loan” under applicable lawthe Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement and the Fremont Assignment Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicer and the Interim Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and to the Master Servicer and the Trustee, a copy of the Interim Servicing Agreement and Fremont Assignment Agreement. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the related Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If The Mortgage Loans permitted by the transactions contemplated terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9)) and (ii) Qualified Substitute Mortgage Loans (which, by this Trust Agreement definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are determined required to constitute a financingconform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor hereby grants to and the Trustee on behalf of the Trust a security interest understand and agree that it is not intended that any mortgage loan be included in the Owner Trust Estate and all distributions thereon and proceeds thereofthat is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and this Trust Agreement shall constitute a security agreement under applicable law2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Initial Mortgage Loans, including all interest and principal received on or with respect to the Initial Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Purchase Agreement and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loan Sale Agreement. The conveyance of the Initial Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder hereunder. The parties hereto intend that the conveyance of the Initial Mortgage Loans by the Company to the Depositor as Holder, and Trust hereunder constitute a sale by the Depositor has no present intention Company to the Trust of selling any all of the Certificates. AccordinglyCompany's right, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject title and interest in and to the lien of the Indenture and subject to this AgreementInitial Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Initial Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Swap Agreements, Cap Contracts and the Special Certificate Cap Floor Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesCertificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.