Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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 (except Section 3.2 thereof), the interest in the Limited Purpose Surety Bond transferred to the Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Company Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than but excluding any payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, prior to the Cut-off Date). The Company acknowledges Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. The parties hereto agree that it has sold is not intended that any mortgage loan be included in the Trust that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “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 Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana High Cost Home Loan Law effective January 1, 2005. In connection with the transactions contemplated by this Agreement, PHH Mortgage Corporation and the Trustee shall enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the form of Exhibit K hereto, pursuant to which PHH Mortgage Corporation shall assign to the Trustee, for the benefit of the Certificateholders, all of its right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance Pledged Asset Servicing Agreement with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing AgreementLoans, and (iv) its rights as beneficiary the Trustee shall assume all of PHH Mortgage Corporation’s obligations under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, Servicing Agreement with respect to any CashSaver Mortgage Loanthe Pledged Asset Loans from and after the date hereof. In connection with the transfer and assignment described herein, the Company does hereby transferMaster Servicer on behalf of the Depositor, assignshall deliver to, set-over and otherwise convey to deposit with, the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreementsTrustee, pledge agreements the following documents or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.instruments:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby establish the Trust and transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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 and Assumption Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Company Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the such Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date). The Company acknowledges it has sold all Depositor herewith delivers to the Trustee an executed copy of the Reconstitution Agreement. In addition, on or prior to the Closing Date, the Trustee shall execute the Yield Maintenance Agreement and the Depositor hereby directs the Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trustee Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. In connection with such transfer and assignment, the extent provided above Depositor does hereby deliver to, and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for deposit with the Trustee for benefit or the Custodian, as applicable, a copy of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of related Mortgage Loan Schedule in an electronic, machine readable medium, and the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset so transferred and assigned (each, a “Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File”):

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Class P Grantor Trust for the benefit of the Class P Certificates. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments and due after the Cut-Off Date. The transfer of principal and interest due and payable on the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on or before, the Certificates from and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title transfer and interest in and to the assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the extent provided above terms and that retention conditions of record title of Mortgages (subject to Section 2.01(d) the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement) is for convenience only and , hereby agrees that such Mortgage Loans remain subject to the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the related Non-Serviced Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance Loan Intercreditor Agreement and, with respect to a each Serviced Pari Passu Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Loan and the intent of this Agreement. With respect to any Pledged Asset Serviced Companion Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage related Loan pursuant to the Pledged Asset Mortgage Servicing Pair Intercreditor Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of January 31, 2024, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Computershare Trust Company, N.A., as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2024-V5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V5” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clauses (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor in and to the (i) subject to Section 6.04(b), each Initial Mortgage LoansLoan, including all interest and principal received by the Company or receivable on or with respect to the such Initial Mortgage Loans (other than after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Initial Cut-off Date). The Company acknowledges it has sold all right, title and interest ; (ii) any insurance policies in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit respect of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Initial Mortgage Loans; (iii) the Mortgage Loans Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Capitalized Interest Account; and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinv) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect all proceeds of any Pledged Asset Mortgage Loan pursuant to of the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loanforegoing. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee on behalf of the Supplemental Interest Trust to enter into the Swap Agreement with respect the Swap Counterparty and the Depositor shall pay or cause to be paid on behalf of the Supplemental Interest Trust the payments, if any, owed to the Swap Counterparty as of the Closing Date under the Swap Agreement. It is agreed and understood by the Depositor, the Seller, the Servicers and the Trustee that it is not intended that any CashSaver Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, the Company does hereby transfereffective as of November 7, assign2004, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect effective as of any CashSaver Mortgage LoanJanuary 1, 2005.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 (including the PMI Policy) in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase Agreement, including (v) all other assets included or to be included in the Trust Fund, (vi) the Initial Deposit and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the Master Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal Loans. In connection with such transfer and interest due and payable on assignment, the Mortgage Loans on or beforeDepositor, does hereby deliver to, and all Principal Prepayments received on deposit with the Trustee, or beforeits designated agent (the "Custodian"), the Cut-off Date). The Company acknowledges it has sold all rightfollowing documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and the Originator, title and interest on behalf of the Depositor, shall, in and accordance with Section 2.08, deliver or caused to the Mortgage Loans be delivered to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset each Subsequent Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey following documents or instruments (with respect to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset each Mortgage Loan, (iia "Mortgage File") its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor in and to the (i) subject to Section 6.04(b), each Initial Mortgage LoansLoan, including all interest and principal received by the Company or receivable on or with respect to the such Initial Mortgage Loans (other than after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Initial Cut-off Date). The Company acknowledges it has sold all right, title and interest ; (ii) any insurance policies in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit respect of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Initial Mortgage Loans; (iii) the Mortgage Loans Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Capitalized Interest Account; and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinv) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect all proceeds of any Pledged Asset Mortgage Loan pursuant to of the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loanforegoing. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee on behalf of the Supplemental Interest Trust to enter into the Swap Agreement with respect the Swap Counterparty and the Depositor shall pay or cause to be paid on behalf of the Supplemental Interest Trust the payments, if any, owed to the Swap Counterparty as of the Closing Date under the Swap Agreement. It is agreed and understood by the Depositor, the Seller, the Servicers, the Special Servicer and the Trustee that it is not intended that any CashSaver Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, the Company does hereby transfereffective as of November 7, assign2004, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect effective as of any CashSaver Mortgage LoanJanuary 1, 2005.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee Trust, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans, including all interest and principal received by the Company Loans identified on or with respect to the Mortgage Loans Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in REMIC 1. Such assignment includes all scheduled payments of principal and interest due and payable on the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or before, and all Principal Prepayments received on or before, prior to the Cut-off Date). The Company acknowledges it has sold all REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R‑1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trust as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for (in which capacity it will, unless otherwise specified, be acting under this Article II) the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a each Mortgage or a Loan so transferred and assigned (with respect to each Mortgage Loan, or convey or purport to convey any interest in a “Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File”):

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Initial Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as an Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Seller confirms that, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Initial Mortgage Loans and causes the Seller to issue the Seller Loss Coverage Obligation in favor of the Trust pursuant to Section 2.08 hereof. The Seller further agrees to assign all of its right, title and interest in and to the Mortgage Loans interest rate cap transaction evidenced by the Amended Confirmation And Agreement to, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanTrust Fund, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Cap Contract Assignment Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as securities administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage Loan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as securities administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan (other than the right to receive any Retained Interest or any Prepayment Penalty Amounts) identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreements as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan Documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all the right. In addition, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Additional Collateral Mortgage Loan, the Company Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Additional Collateral Mortgage LoanLoan pursuant to the related Servicing Agreement.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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 (except Section 3.2 thereof), the interest in the Limited Purpose Surety Bond transferred to the Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Company Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than but excluding any payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, prior to the Cut-off Date). The Company acknowledges Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. The parties hereto agree that it has sold is not intended that any mortgage loan be included in the Trust that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “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 Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana High Cost Home Loan Law effective January 1, 2005. In connection with the transactions contemplated by this Agreement, PHH Mortgage Corporation and the Trustee shall enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the form of Exhibit K hereto, pursuant to which PHH Mortgage Corporation shall assign to the Trustee, for the benefit of the Certificateholders, all of its right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance Additional Collateral Servicing Agreement with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing AgreementLoans, and (iv) its rights as beneficiary the Trustee shall assume all of PHH Mortgage Corporation’s obligations under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, Additional Collateral Servicing Agreement with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage LoanLoans from and after the date hereof. In connection with the transfer and assignment described herein, (ii) its security interest in the Master Servicer on behalf of the Depositor, shall deliver to, and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.deposit with, the Trustee, the following documents or instruments:

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of August 28, 2020, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of DBJPM 2020-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-C9” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clause (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of April 21, 2023, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Computershare Trust Company, N.A., as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2023-B38 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-B38” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clauses (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, setestablish a trust designated as “Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-over C12” and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the Exchangeable Certificates, each of the EX XXXXX III Regular Interests and (vi) all other assets included or to be included in REMIC I or the Grantor Trust. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments and due after their respective Due Dates in October 2013. The transfer of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforethe related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the Cut-off Date)purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after October 1, 2013. The Company acknowledges it has sold all right, title transfer and interest in and to the assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the extent provided above terms and that retention conditions of record title of Mortgages (subject to Section 2.01(d) the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement) is for convenience only and , hereby agrees that such Mortgage Loans remain subject to the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholdersrelated Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The Company agrees that it will take no action inconsistent with ownership transfer and assignment of the any A Notes and Serviced Pari Passu Mortgage Loans by to the Trustee and will not deliver any instrument the right to service such Mortgage Loans are subject to the terms of satisfaction the related Intercreditor Agreements, and the Trustee, by the execution and delivery of this Agreement, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (or conveyance with respect to a Joint Mortgage or Loan treated as a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except Loan Pair in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage LoanSection 8.30 hereof, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset applicable Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, documents and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanSection 8.30 hereof).

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the related Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loans. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all . In connection with such transfer and assignment, the rightSeller, title and interest on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of April 14, 2022, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2022-B34 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2022-B34” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clauses (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage LoansTrustee pursuant to Section 14 thereof, including (iii) the Initial Deposit, (iv) the Depositor's rights, if any, under the Intercreditor Agreements and the Other Pooling and Servicing Agreements with respect to the Pari Passu Loans and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments and due after the Cut-Off Date. The transfer of principal and interest due and payable on the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on or before, the Certificates from and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title transfer and interest in and to assignment of the Mortgage Non-Trust-Serviced Pari Passu Loans to the Trustee and the right to the extent provided above and that retention of record title of Mortgages (service such Mortgage Loans are subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and conditions of the intent of this AgreementOther Pooling and Servicing Agreements and the Intercreditor Agreements. With respect The right to any Pledged Asset Mortgage Loan, service the Company does hereby transfer, assign, set-over and otherwise convey Serviced Loan Group is subject to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to terms and provisions of the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loanrelated Intercreditor Agreements.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Swap Agreement shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Securities Administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver the Swap Agreement (on behalf of the Supplemental Interest Trust), for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage Loan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Swap Agreement solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other swap agreement upon the expiration or termination of the Swap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Securities Administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements (on behalf of the Supplemental Interest Trust), for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Originator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanySeller, concurrently with the execution and delivery of this Agreementhereof, does hereby hereby, sell, transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided hereinto the extent herein provided) all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal received by the Company due on or with respect to the Mortgage Loans (other than payments of interest and principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, prior to the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionand, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any CashSaver GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, the Company does hereby transferwith respect to items (ii), assign(iii), set-over (v) and otherwise convey (viii) below, which have previously been delivered pursuant to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating pooling agreement related to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.Series 1998-XX XX):

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Initial Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as an Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Seller confirms that, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Initial Mortgage Loans and causes the Seller to issue the Seller Loss Coverage Obligation in favor of the Trust pursuant to Section 2.08 hereof. The Seller further agrees to assign all of its right, title and interest in and to the Mortgage Loans interest rate cap transaction evidenced by the Confirmation to, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanTrust Fund, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Cap Contract Assignment Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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 Agreement, payments made to the Trust Administrator by the Cap Administrator under the Cap Administration Agreement and the Cap Account and the Interest Rate Swap Agreement and Swap Account, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Company Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the such Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans Depositor herewith delivers to the Trustee to executed copies of the extent provided above Assignment Agreement, and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit and the Trust Administrator acknowledge receipt of the same on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership Depositor hereby directs the Trust Administrator to execute, deliver and perform its obligations under the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee) and the Cap Contract (in its capacity as Cap Trustee). The Depositor, the Servicer and the Holders of the Mortgage Loans Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and the Cap Contract and shall do so solely in its capacity as Supplemental Interest Trust Trustee or Cap Trustee, as the case may be, and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Administrator shall apply to the Trust Administrator’s execution of the Interest Rate Swap Agreement and the Cap Contract, and the performance of its duties and satisfaction of its obligations thereunder. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee and will not deliver any instrument of satisfaction or conveyance the Custodian on its behalf, the following documents or instruments (a “Mortgage File”) with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The Company, concurrently with To provide for the execution and delivery distribution of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable under the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or Trust Agreement with respect to the Mortgage Loans (other than payments Certificates and the performance of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforecovenants contained in the Trust Agreement, the Cut-off Date). The Company acknowledges it has sold Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders as their interests may appear, all the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from: (i) the Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto), which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Qualified Substitute Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto) substituted therefor as provided by Section 2.03 of the Standard Terms and pursuant to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees Sales Agreement), together in each case with the related Trustee Mortgage Loan Files and the Depositor's interest in any Collateral that it will take no action inconsistent secured a Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing Date, and all Monthly Payments due after the Cut-Off Date and all curtailments or other principal prepayments received with ownership respect to the Mortgage Loans paid by the Borrower after the Cut-Off Date (except for any prepayments received after the Cut-Off Date but reflected in the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off Date) and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) the Servicing Agreement; (iii) the Sales Agreement, except that the Depositor does not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales Agreement; (iv) the Asset Proceeds Account and the Distribution Account, whether in the form of cash, instruments, securities or other properties; and (v) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (i) through (v) above, collectively, the "Trust Estate"). The Trustee acknowledges the sales, assignments and pledges created by the Trustee foregoing paragraphs, accepts the trust hereunder in accordance with the provisions hereof and will not deliver any instrument agrees to perform the duties set forth herein or required by the Standard Terms to the end that the interests of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except the Certificateholders may be adequately and effectively protected in accordance with the terms and the intent conditions of this Agreement. With respect to any Pledged Asset Mortgage LoanBy its execution of this Agreement, the Company does hereby transfer, assign, set-over Trustee acknowledges and otherwise convey declares that it holds and will hold or has agreed to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating hold all documents delivered to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and it from time to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, time with respect to any CashSaver the Mortgage Loan, Loans and all assets included in the Company does hereby transfer, assign, set-over Trust Estate in trust for the exclusive use and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in benefit of all present and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loanfuture Certificateholders.

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of December 31, 2020, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2020-B22 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-B22” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clauses (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 (v) the right to receive any amounts payable under the Cap Contract (vi) all other assets included or to be included in the Trust Fund and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal Loans. The Depositor hereby directs the Trustee to execute, deliver and interest due and payable perform its obligations under the Cap Contract on the Mortgage Loans Closing Date and thereafter on or beforebehalf of the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates. The Seller, the Depositor, the Servicer and the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B 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 Fund and not in its individual capacity. In connection with such transfer and assignment, the Depositor, does hereby deliver to, and all Principal Prepayments received on deposit with the Trustee, or beforeits designated agent (the "Custodian"), the Cut-off Date). The Company acknowledges it has sold all rightfollowing documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and shall, title and interest in and accordance with Section 2.08, deliver or caused to the Mortgage Loans be delivered to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset each Subsequent Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey following documents or instruments (with respect to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset each Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset a "Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File"):

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all the right. In addition, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Additional Collateral Mortgage Loan, the Company Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, agreements or pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Additional Collateral Mortgage Loan.Loan pursuant to the related Servicing Agreement. In connection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all rightIn addition, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanySeller, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-over and otherwise convey assign to the Trustee Trustee, without recourse (except as provided herein) all the right, title and interest of the Company Seller in and to (a) the Mortgage LoansTrust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Company Seller on or with respect to the Mortgage Loans after the Cut-Off Date (other than and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and payable Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) all of the Seller's right, title and interest in and to each Mortgage 100SM Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate with respect to each MLCC Additional Collateral Mortgage Loan, (e) all of the Seller's right, title and interest in and to each Dual Collateral Pledge Agreement with respect to each NOVUS Additional Collateral Mortgage Loan and (f) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trust Administrator, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest Mortgage Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trust Administrator promptly following its recordation, but in no event later than one (1) year following the Closing Date. The Company acknowledges it Seller shall also cause to be delivered to the Trust Administrator any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has sold all been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trust Administrator within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage not delivered to the Trust Administrator on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trust Administrator the assignment of the Mortgage Loan from the Seller to the Trust Administrator in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loans to Loan or, in case a court should recharacterize the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership sale of the Mortgage Loans by as a financing, to perfect a first priority security interest in favor of the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a in the related Mortgage Loan. In the event that the Master Servicer receives notice that recording is required to protect the right, or convey or purport to convey any title and interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset such Mortgage Loan pursuant for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trust Administrator and the Trust Administrator shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trust Administrator) of its receipt of such notice deliver each previously unrecorded assignment to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loanrelated Servicer for recordation.

Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With In addition, with respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Company, concurrently with To provide for the execution and delivery distribution of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable under the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or Trust Agreement with respect to the Mortgage Loans (other than payments Certificates and the performance of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforecovenants contained in the Trust Agreement, the Cut-off Date). The Company acknowledges it has sold Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders and the Certificate Insurer as their interests may appear, all the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from: (i) the Initial Mortgage Loans Loans, which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Qualified Substitute Mortgage Loans substituted therefor as provided by Section 2.03 of the Standard Terms and pursuant to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees Sales Agreement), together in each case with the related Trustee Mortgage Loan Files and the Depositor's interest in any Collateral that it will take no action inconsistent with ownership secured an Initial Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Mortgage Loans by Closing Date, and all Monthly Payments due after the Trustee Cut-Off Date and will not deliver any instrument of satisfaction all curtailments or conveyance other principal prepayments received with respect to the Initial Mortgage Loans paid by the Borrower after the Cut-Off Date (except for any prepayments received after the Cut-Off Date but reflected in the aggregate Scheduled Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date) and proceeds of the conversion, voluntary or involuntary, of the foregoing; and the Subsequent Mortgage Loans, which the Depositor causes to be delivered to the Trustee (or the Custodian) pursuant to a Subsequent Sales Agreement (and Qualified Substitute Mortgage Loans substituted therefor as provided by Section 2.03 of the Standard Terms and pursuant to the terms of a Subsequent Sales Agreement), together with the related Trustee Mortgage Loan files and the Depositor's interest in any Collateral that secured a Subsequent Mortgage Loan but that is acquired by foreclosure or a deed-in-lieu of foreclosure after the applicable Subsequent Sales Date, and all Monthly Payments due after the Subsequent Cut-Off Date and all curtailments or other principal prepayments received with respect to the Subsequent Mortgage LoanLoans paid by the Borrower after the applicable Subsequent Cut-Off Date (except for any prepayments received after the applicable Subsequent Cut-Off Date but reflected in the aggregate Scheduled Principal Balance of the Subsequent Mortgage Loans as of the applicable Subsequent Cut-Off Date) and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Servicing Agreement; (iii) the Sales Agreement, except that the Depositor does not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales Agreement and any Subsequent Sales Agreement; (iv) the Asset Proceeds Account, the Capitalized Interest Account and the Pre-Funding Account, whether in the form of cash, instruments, securities or other properties; and (v) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or convey title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or purport part or are included in the proceeds of any of the foregoing) to convey pay the Certificates and the Certificate Insurer as specified herein (items (i) through (v) above, collectively, the "Trust Estate"). The Depositor hereby assigns to the Master Servicer all right, title and interest of the Depositor in and to (i) the Interest Fund and all amounts as are deposited and maintained therein from time to time pursuant to the Trust Agreement and (ii) all proceeds of the foregoing of every kind and nature whatsoever, including, but not limited to, proceeds of proceeds and the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated property. The Master Servicer hereby pledges to the Trust and grants to the Trustee, on behalf of the Certificateholders and the Certificate Insurer, a first priority security interest in a Mortgage Loanand to (i) the Interest Fund and all amounts as are deposited and maintained therein from time to time pursuant to the Trust Agreement, except excluding, however, any earnings thereon, which are payable to Meritech, and (ii) all proceeds of the foregoing of every kind and nature whatsoever, including, but not limited to, proceeds of proceeds and the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated property in trust, subject to the limitation set forth above with respect to earnings, to have and to hold in trust to secure the Certificates. The Trustee acknowledges this grant and agrees to hold the pledged property in accordance with the terms hereof. The Trustee acknowledges the sales, assignments and pledges created by the foregoing paragraphs, accepts the trust hereunder in accordance with the provisions hereof and agrees to perform the duties set forth herein or required by the Standard Terms to the end that the interests of the Certificateholders and the Certificate Insurer may be adequately and effectively protected in accordance with the terms and the intent conditions of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Mortgage Loans after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as a Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Mortgage Loans on or before, prior to the Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Cut-off Date). The Company acknowledges Seller confirms that, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Certificate Account Deposit. Immediately upon the conveyance of the Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Mortgage Loans. The Seller further agrees to assign all of its right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans corridor contract evidenced by the Trustee Confirmation And Agreement, and will not deliver any instrument to cause all of satisfaction or conveyance with its obligations in respect of such transactions to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with be assumed by the Corridor Contract Administrator on the terms and conditions set forth in the intent of this Corridor Contract Novation Agreement. With respect to any Pledged Asset Mortgage LoanThe Depositor, the Company does hereby transfer, assign, set-over Master Servicer and otherwise convey to the Trustee without recourse (except as provided herein) agree that it is not intended that any mortgage loan be included in the Trust that is (i) its rights a “High-Cost Home Loan” as assignee under any security agreementsdefined in the New Jersey Home Ownership Act effective November 27, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan2003, (ii) its security interest a “High-Cost Home Loan” as defined in and to any Additional Collateralthe New Mexico Home Loan Protection Act effective January 1, 2004, (iii) its right to receive payments a “High-Cost Home Loan” as defined in respect of any Pledged Asset Mortgage the Indiana Home Loan pursuant to the Pledged Asset Mortgage Servicing AgreementPractices Act effective January 1, and 2005 or (iv) its rights a “High-Cost Home Loan” as beneficiary under defined in the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionMassachusetts Predatory Home Loan Practices Act effective November 7, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan2004.

Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With In addition, with respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Initial Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as an Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Seller confirms that, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Initial Mortgage Loans and causes the Seller to issue the Seller Loss Coverage Obligation in favor of the Trust pursuant to Section 2.08 hereof. The Seller further agrees to assign all of its right, title and interest in and to the Mortgage Loans interest rate cap transaction evidenced by the Confirmation And Agreement to, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanTrust Fund, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Cap Contract Assignment Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Initial Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Initial Cut-off Date and all collections in respect of interest and principal due after the Initial Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Initial Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi) any such amounts as may be deposited into and held by the Securities Administrator in the Prefunding Account and the Capitalized Interest Account and (vii) all other assets included or to be included in the Trust Fund; provided that such an assignment shall not include any Servicing Rights with respect to SRO Mortgage Loans. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Initial Cut-off Date with respect to the Initial Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. Concurrently with the execution of this Agreement, the Swap Agreement and the Basis Risk Cap Agreement shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as such) and the Securities Administrator is hereby authorized to execute and deliver the Swap Agreement (on behalf of the Supplemental Interest Trust) and the Basis Risk Cap Agreement for the benefit of the Certificateholders. The Seller, the Securities Administrator, the Depositor and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that (i) the Securities Administrator is executing and delivering the Swap Agreement solely in its capacity as Securities Administrator of the Supplemental Interest Trust and the Trust Fund, and not in its individual capacity and (ii) the Securities Administrator is executing and delivering the Basis Risk Cap Agreement solely in its capacity as Securities Administrator of the Trust Fund, and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other swap agreement or any other basis risk cap agreement upon the expiration or termination of the Swap Agreement or the Basis Risk Cap Agreement. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, GCFP remains the sole and exclusive owner of the related Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Assignment Agreements and the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Assignment Agreements and the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all . In connection with such transfer and assignment, the rightSeller, title and interest on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on related Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyEach Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company such Seller in and to the applicable Initial Mortgage Loans, including all interest and principal received and receivable by the Company such Seller on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Master Servicer on behalf of such Seller as part of the Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the applicable Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Master Servicer confirms that, on behalf of the Sellers, concurrently with the transfer and assignment, it or the applicable Seller has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor (i) sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders and the Class AF-5B Insurer, without recourse, all right title and interest in the Initial Mortgage Loans and (ii) causes the Class AF-5B Insurer to deliver the Class AF-5B Policy to the Trustee. CHL further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the Mortgage Loans interest rate corridor transaction evidenced by each Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanCorridor Contract Administrator, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Corridor Contract Assignment Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Sevicer after the Cut-Off Date with respect to the Mortgage Loans. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreements. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all . In connection with such transfer and assignment, the rightSeller, title and interest on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except limiting Section 4(a) hereof without recourse, representation or warranty, other than as provided set forth herein) , all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Agreement to Appointment of Master Servicer, dated as of August 1, 2018, between the Master Servicer, the Depositor and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of CD 2018-CD7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, CD 2018-CD7” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than 5 Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clause (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller and (ii) the issuance of the Certificates, the Purchaser shall be authorized to release to the Certificate Administrator or its rights as assignee under any security agreements, pledge agreements or guarantees designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing and (vi) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. It is agreed and understood by the Depositor, the Sponsor and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the related Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller and the Sponsor under the Servicing Agreements and Purchase Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreements as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint Xxxxx Fargo Bank, title N.A. as Custodian, and interest (ii) the Seller, on behalf of the Company Depositor, shall cause the custodian under each applicable Purchase Agreement to deliver and deposit with the Trustee, or the Custodian as its designated agent, on the Closing Date, unless otherwise specified in and to this Section 2.01 or the Mortgage LoansCustodial Agreement, including all interest and principal received by the Company on following documents or instruments with respect to the each Mortgage Loans Loan (other than payments of principal a “Mortgage File”) so transferred and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee assigned only to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for Seller received such items from the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.applicable Originator:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee Trustee, on behalf of the Trust, without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage LoansLoan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) the Mortgage File for each such Mortgage Loan; (iii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure, (iv) its interest in any insurance policies in respect of the Mortgage loans, (v) all proceeds of any of the foregoing, (vi) the rights of the Depositor under the Mortgage Loan Purchase Agreement and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by due to the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans Loans. On the Closing Date, the Depositor shall pay, without any right of reimbursement from the Trust, to the Cap Provider the “Fixed Amount” (other than payments of principal and interest as defined in the Cap Agreement) due and payable to the Cap Provider pursuant to the terms of the Cap Agreement. In connection with such transfer and assignment, the Seller, on behalf of the Mortgage Loans on Depositor, does hereby deliver or beforecause to be delivered to, and all Principal Prepayments received on or beforedeposit with the Custodian, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, a Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Excess Interest Grantor Trust for the benefit of the Class T Certificates. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loan to the Trustee and will not deliver any instrument of satisfaction or conveyance with respect the right to a service such Mortgage or a Mortgage Loan, or convey or purport Loans are subject to convey any interest in a Mortgage Loan, except in accordance with the terms and conditions of the intent related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement. With respect to any Pledged Asset , hereby agrees that such Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey Loans remain subject to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect terms of any Pledged Asset each Non-Serviced Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionIntercreditor Agreement and, with respect to any CashSaver each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loaneach Loan Pair Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as securities administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage Loan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as securities administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Mortgage Loans after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or remitted to the Master Servicer for deposit into the Collection Account as an Initial Collection Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Mortgage Loans on or before, prior to the Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Cut-off Date). The Company acknowledges it has sold Immediately upon the conveyance of the Mortgage Loans referred to in the preceding paragraph, the Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuing Entity for benefit of the Noteholders, without recourse, all right, right title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) Loans. It is for convenience only and intended that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership sale of the Mortgage Loans by the Trustee Seller as provided hereby be, and will be construed as, an absolute sale of all of the Seller’s right, title, and interest in, to and under the Mortgage Loans to the Depositor and, in connection with such sale, an absolute assignment, transfer, and conveyance by the Seller of all of the Seller’s right, title, and interest in, to and under the Mortgage Loans to the Depositor. Furthermore, it is not deliver intended that any instrument such sale, assignment, transfer, and conveyance be deemed a pledge of satisfaction such Mortgage Loans by the Seller to the Depositor to secure a debt or conveyance with respect to other obligation of the Seller. It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust Estate that is either (i) a Mortgage “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a Mortgage “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act, or convey or purport to convey any interest in a Mortgage Loaneffective January 1, except in accordance 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). In connection with the terms transfer and the intent assignment of this Agreement. With respect to any Pledged Asset each Mortgage Loan, the Company does hereby transferDepositor has delivered to, assignand deposited with, set-over the Indenture Trustee, on behalf of the Issuing Entity (or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and otherwise convey to deposit with, the Indenture Trustee without recourse within the time periods specified in the definition of Delay Delivery Mortgage Loans) (except as provided hereinin clause (vi) below) for the benefit of the Noteholders, the following documents or instruments with respect to each such Mortgage Loan so assigned (with respect to each Mortgage Loan, clause (i) its rights as assignee under any security agreementsthrough (vi) below, pledge agreements or guarantees relating to together, the Additional Collateral supporting any Pledged Asset “Mortgage File” for each such Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.):

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan (other than the right to receive any Retained Interest) identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Collection Account and all amounts from time to time credited to and to the proceeds of the Collection Account, the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and the Seller under the Servicing Agreements as if, for such purpose, it were the Depositor or the Seller, as applicable. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all the right. In addition, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Additional Collateral Mortgage Loan, the Company Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Additional Collateral Mortgage Loan pursuant to the Pledged Asset Mortgage related Servicing Agreement, and (iv) its rights as beneficiary under the Certificate Guaranty Surety Bond related in respect of any Pledged Asset Additional Collateral Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey Loans conveyed to the Trustee without recourse Seller from MSDWCC. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (except as provided herein) (i) its rights as assignee under any security agreementsthe “Securitization Act”), pledge agreements or guarantees relating to each of the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.parties hereto hereby agrees that:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan (other than the right to receive any Retained Interest or any Prepayment Penalty Amounts) identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and the Seller under the Servicing Agreements as if, for such purpose, it were the Depositor or the Seller, as applicable. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all the right. In addition, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Additional Collateral Mortgage Loan, the Company Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Additional Collateral Mortgage Loan.Loan pursuant to the related Servicing Agreement. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage LoansLoan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold ; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loans Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Trustee Depositor or the Master Servicer after the Cut-Off Date with respect to the extent Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements. Notwithstanding anything provided above herein to the contrary, each of the parties hereto agrees and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and acknowledges that the Company holds record title solely as custodian for Servicing Rights Owner is the Trustee for benefit owner of the Certificateholders. The Company agrees that it will take no action inconsistent Servicing Rights with ownership respect to the Mortgage Loans, and that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans by from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and will not deliver any instrument exclusive owner of satisfaction or conveyance the Servicing Rights with respect to a the Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Supplemental Interest Trust Trustee) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Credit Risk Manager and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except as provided herein) all the right, title of its rights and interest under (i) the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 4 of the Company in Purchase Agreement and to the Mortgage Loans(ii) each Servicing Agreement and each Transfer Agreement, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above assigned under the Purchase Agreement. The Trustee hereby accepts such assignment, and that retention of record title of Mortgages (subject as set forth herein in Section 2.03(d), shall be entitled to Section 2.01(d) of this Agreement) is for convenience only and that exercise all the Company holds record title solely as custodian for the Trustee for benefit rights of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreements with the Securities Administrator. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint The Bank of New York as a Custodian, title and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Class P Grantor Trust for the benefit of the Class P Certificates. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loan to the Trustee and will not deliver any instrument of satisfaction or conveyance with respect the right to a service such Mortgage or a Mortgage Loan, or convey or purport Loans are subject to convey any interest in a Mortgage Loan, except in accordance with the terms and conditions of the intent related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement. With respect to any Pledged Asset , hereby agrees that such Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey Loans remain subject to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect terms of any Pledged Asset each Non-Serviced Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionIntercreditor Agreement and, with respect to any CashSaver each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loaneach Loan Pair Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Mortgage Loans on and after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as an Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Mortgage Loans on or before, prior to the Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Cut-off Date). The Company acknowledges Seller confirms that, concurrently with such transfer and assignment, it has sold all right, title and interest deposited into the Certificate Account the Initial Certificate Account Deposit. The Seller has entered into this Agreement in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian consideration for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership purchase of the Mortgage Loans by the Trustee Depositor and will not deliver any instrument of satisfaction or conveyance with respect has agreed to a Mortgage or a Mortgage Loantake the actions specified herein. The Depositor, or convey or purport to convey any interest in a Mortgage Loan, except in accordance concurrently with the terms execution and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loandelivery hereof, the Company does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee for the use and benefit of the Certificateholders, without recourse recourse, all the right, title and interest of the Depositor in and to the Trust Fund. In connection with any such transfer and assignment, the Depositor has delivered to, and deposited with, the Trustee (or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and deposit with, the Trustee within thirty (30) days following the Closing Date) (except as provided hereinin clause (vi) (ibelow) its rights as assignee under any security agreementsfor the benefit of the Certificateholders, pledge agreements the following documents or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, instruments with respect to any CashSaver each Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.Loan so assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor in and to the (i) subject to Section 6.04(b), each Initial Mortgage LoansLoan, including all interest and principal received by the Company or receivable on or with respect to the such Initial Mortgage Loans (other than after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Initial Cut-off Date). The Company acknowledges it has sold all right, title and interest ; (ii) any insurance policies in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit respect of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Initial Mortgage Loans; (iii) the Mortgage Loans Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Capitalized Interest Account; and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinv) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect all proceeds of any Pledged Asset Mortgage Loan pursuant to of the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loanforegoing. In addition, with respect on or prior to any CashSaver Mortgage Loanthe Closing Date, the Company does hereby transfer, assign, set-over Depositor shall cause the Trustee to enter into the Interest Rate Cap Agreements with the Interest Rate Cap Counterparty and otherwise convey the Depositor shall pay or cause to be paid on behalf of the Trust the payments owed to the Interest Rate Cap Agreement Counterparty as of the Closing Date under the Interest Rate Cap Agreements. It is agreed and understood by the Depositor, the Seller, the Servicers and the Trustee without recourse (except that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as provided herein) (i) its rights defined in the New Jersey Home Ownership Act, effective as assignee under any security agreementsof November 27, pledge agreements 2003, The Home Loan Protection Act of New Mexico, effective as of January 1, 2004 or guarantees relating to in the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanMassachusetts Predatory Home Loan Practices Act.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Initial Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Initial Cut-Off Date and all collections in respect of interest and principal due after the Initial Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Initial Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Initial Mortgage Loans; (v) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor after the Cut-Off Date with respect to the Initial Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreements. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint The Bank of New York as Custodian, title and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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 Company Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the such Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and Depositor herewith delivers to the Trust Administrator an executed copy of the Mortgage Loans Loan Purchase Agreement, the Original Pre-Funded Amounts and the required deposits to the Interest Coverage Accounts and the Trust Administrator, on behalf of the Trustee to and the extent provided above Certificateholders, acknowledges receipt of the same. In connection with such transfer and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only assignment, the Depositor does hereby deliver to, and that deposit with, the Company holds record title solely Trust Administrator, as custodian for the Trustee for benefit of (in which capacity the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Trust Administrator will, unless otherwise specified, be acting under this Article II) the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a each Initial Mortgage or a Mortgage LoanLoan so transferred and assigned and the Depositor shall, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with Section 2.10, deliver or cause to be delivered to the terms and Trust Administrator, as custodian for the intent of this Agreement. With Trustee, with respect to any Pledged Asset each Subsequent Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse following documents or instruments (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset a "Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File"):

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor in and to the (i) subject to Section 6.04(b), each Initial Mortgage LoansLoan, including all interest and principal received by the Company or receivable on or with respect to the such Initial Mortgage Loans (other than after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Initial Cut-off Date). The Company acknowledges it has sold all right, title and interest ; (ii) any insurance policies in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit respect of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Initial Mortgage Loans; (iii) the Mortgage Loans Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Capitalized Interest Account; and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinv) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect all proceeds of any Pledged Asset Mortgage Loan pursuant to of the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loanforegoing. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee to enter into the Interest Rate Cap Agreements with respect the Interest Rate Cap Counterparty and the Depositor shall pay or cause to be paid on behalf of the Trust the payments owed to the Interest Rate Cap Agreement Counterparty as of the Closing Date under the Interest Rate Cap Agreements. It is agreed and understood by the Depositor, the Seller, the Servicers and the Trustee that it is not intended that any CashSaver Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, the Company does hereby transfereffective as of November 7, assign2004, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect effective as of any CashSaver Mortgage LoanJanuary 1, 2005.

Conveyance of Mortgage Loans. (a) The CompanyIn consideration of the Issuer's delivery to or upon the order of the Initial Beneficial Holder on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Initial Beneficial Holder in accordance with the terms of this Agreement, the Initial Beneficial Holder does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein): (A) all right, title and interest of the Initial Beneficial Holder in and to the Mortgage Loans, and all moneys received thereon, on or after the Cut-off Date; (B) all right, title and interest of the Initial Beneficial Holder in the security interests in the Mortgaged Properties granted by Mortgagors pursuant to the Mortgage Loans and any other interest of the Initial Beneficial Holder in the Mortgaged Properties; (C) the interest of the Initial Beneficial Holder in any proceeds with respect to the Mortgage Loans from claims on any physical damage, theft, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account, in the Trust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); and (E) the proceeds of any and all of the foregoing. In connection with such transfer, assignment and conveyance by the Initial Beneficial Holder, the Initial Beneficial Holder shall deliver to, and deposit with the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan (the "Related Documents"): (i) the original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of [ ], as Trustee for [ ] 200[ ]-[ ] without recourse" and signed, by facsimile or manual signature, in the name of the Initial Beneficial Holder by a Responsible Officer; (ii) any of: (1) the original Mortgage, and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Initial Beneficial Holder or by the closing attorney by facsimile or manual signature, or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the Mortgage and related power of attorney, if any, certified by the public recording office; (iii) the original Assignment of Mortgage in recordable form, to "[ ], as Trustee for [ ] Trust 200[ ]-[ ] ". Any such Assignments of Mortgage may be made by blanket assignments for Mortgage Loans secured by the Mortgaged Properties in the same county, if permitted by applicable law; (iv) the original lender's policy of title insurance or a true copy thereof, or if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete, or if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) all intervening assignments, if any, showing a complete chain of assignments from the originator to the Initial Beneficial Holder, including any recorded warehousing assignments, with evidence of recording thereon, certified by a Responsible Officer of the Initial Beneficial Holder by facsimile or manual signature as a true copy of the original of such intervening assignments; and (vi) originals of all assumption, written assurance, substitution and modification agreements, if any. In instances where the original recorded Mortgage cannot be delivered by the Initial Beneficial Holder to the Trustee prior to or concurrently with the execution and delivery of this AgreementAgreement due to a delay in connection with recording, does hereby transferthe Initial Beneficial Holder may in lieu of delivering such original recorded Mortgage, assign, set-over and otherwise convey deliver to the Trustee without recourse (except as a copy thereof, provided herein) that the Initial Beneficial Holder certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor. In all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforesuch instances, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and Initial Beneficial Holder will deliver or cause to be delivered the original recorded Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit promptly upon receipt of the Certificateholders. The Company agrees that it will take original recorded Mortgage but in no action inconsistent with ownership of event later than one year after the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanClosing Date.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the Class PST Certificates, each of the Class PST Components and (vi) all other assets included or to be included in REMIC I or the Class J Grantor Trust. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments and due after their respective Due Dates in July 2012. The transfer of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforethe related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the Cut-off Date)purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after July 1, 2012. The Company acknowledges it has sold all right, title transfer and interest in and to the assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the extent provided above terms and that retention conditions of record title of Mortgages (subject to Section 2.01(d) the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement) is for convenience only and , hereby agrees that such Mortgage Loans remain subject to the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholdersrelated Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The Company agrees that it will take no action inconsistent with ownership transfer and assignment of the any A Notes and Serviced Pari Passu Mortgage Loans by to the Trustee and will not deliver any instrument the right to service such Mortgage Loans are subject to the terms of satisfaction the related Intercreditor Agreements, and the Trustee, by the execution and delivery of this Agreement, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (or conveyance with respect to a Joint Mortgage or Loan treated as a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except Loan Pair in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage LoanSection 8.30 hereof, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset applicable Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, documents and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanSection 8.30 hereof).

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Seller in and to the Initial Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Initial Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as a Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Seller confirms that, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Initial Mortgage Loans. The Seller further agrees to assign all of its right, title and interest in and to the Mortgage Loans interest rate cap transactions evidenced by the Confirmation And Agreements , and to cause all of its obligations in respect of such transactions to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanTrust Fund, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanCorridor Contract Assignment Agreements.

Conveyance of Mortgage Loans. (a) The Company, concurrently with To provide for the execution and delivery distribution of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable under the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or Trust Agreement with respect to the Mortgage Loans (other than payments Certificates and the performance of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforecovenants contained in the Trust Agreement, the Cut-off Date). The Company acknowledges it has sold Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders as their interests may appear, all the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from: (i) the Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto), which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Qualified Substitute Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto) substituted therefor as provided by Section 2.03 of the Standard Terms and pursuant to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees Sales Agreement), together in each case with the related Trustee Mortgage Loan Files and the Depositor's interest in any Collateral that it will take no action inconsistent secured a Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing Date, and all Monthly Payments due after the Cut-Off Date and all curtailments or other principal prepayments received with ownership respect to the Mortgage Loans paid by the Borrower after the Cut-Off Date (except for any prepayments received after the Cut-Off Date but reflected in the aggregate Scheduled Principal Balance of the Mortgage Loans by as of the Cut-Off Date) and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) the Servicing Agreement; (iii) the Sales Agreement, except that the Depositor does not assign to the Trustee any of its rights under Sections 9 and will 12 of the Sales Agreement; (iv) the Asset Proceeds Account and the Distribution Account, whether in the form of cash, instruments, securities or other properties; and (v) all proceeds of any of the foregoing (including, but not deliver limited to, all proceeds of any instrument mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of satisfaction any and every kind, and other forms of obligations and, which at any time constitute all or conveyance part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (i) through (v) above, collectively, the "Trust Estate"). The Depositor hereby assigns to the Master Servicer all right, title and interest of the Depositor in and to (i) the Interest Fund and all amounts as are deposited and maintained therein from time to time pursuant to the Trust Agreement and (ii) all proceeds of the foregoing of every kind and nature whatsoever, including, but not limited to, proceeds of proceeds and the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated property. The Master Servicer hereby pledges to the Trust and grants to the Trustee, on behalf of the Certificateholders, a first priority security interest in and to (i) the Interest Fund and all amounts as are deposited and maintained therein from time to time pursuant to the Trust Agreement, excluding, however, any earnings thereon, which are payable to Meritech, and (ii) all proceeds of the foregoing of every kind and nature whatsoever, including, but not limited to, proceeds of proceeds and the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated property in trust, subject to the limitation set forth above with respect to a Mortgage earnings, to have and to hold in trust to secure the Certificates. The Trustee acknowledges this grant and agrees to hold the pledged property in accordance with the terms hereof. The Trustee acknowledges the sales, assignments and pledges created by the foregoing paragraphs, accepts the trust hereunder in accordance with the provisions hereof and agrees to perform the duties set forth herein or a Mortgage Loan, or convey or purport required by the Standard Terms to convey any interest in a Mortgage Loan, except the end that the interests of the Certificateholders may be adequately and effectively protected in accordance with the terms and the intent conditions of this Agreement. With respect to any Pledged Asset Mortgage LoanBy its execution of this Agreement, the Company does hereby transfer, assign, set-over Trustee acknowledges and otherwise convey declares that it holds and will hold or has agreed to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating hold all documents delivered to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and it from time to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, time with respect to any CashSaver the Mortgage Loan, Loans and all assets included in the Company does hereby transfer, assign, set-over Trust Estate in trust for the exclusive use and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in benefit of all present and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loanfuture Certificateholders.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee Trust, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans, including all interest and principal received by the Company Loans identified on or with respect to the Mortgage Loans Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in REMIC 1. Such assignment includes all scheduled payments of principal and interest due and payable on the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or before, and all Principal Prepayments received on or before, prior to the Cut-off Date). The Company acknowledges it has sold all rightREMIC 1 Regular Interests, title REMIC 1 Regular Interest IX and interest the Class R‑1 Interest shall collectively be a separate series of beneficial interests in and the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Mortgage Loans Statutory Trust Statute. The Depositor herewith delivers to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership an executed copy of the Mortgage Loans Loan Purchase Agreement and the PMI Policy. The Trustee, not in its individual capacity but solely in its separate capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise the rights, perform the obligations, and make any representations to be exercised, performed, or made by the Supplemental Interest Trust Trustee, as described herein. The Supplemental Interest Trust Trustee is hereby directed to execute and will deliver the Swap Agreement on behalf of Party B (as defined therein) and to exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined therein) and not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loanin its individual capacity. The Seller, or convey or purport to convey any interest in a Mortgage Loanthe Servicer, except in accordance with the terms Depositor and the intent Certificateholders (by acceptance of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over their Certificates) acknowledge and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.agree that:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as provided herein) recourse, all the right, title and interest of the Company Depositor in and to the (i) subject to Section 6.04(b), each Initial Mortgage LoansLoan, including all interest and principal received by the Company or receivable on or with respect to the such Initial Mortgage Loans (other than after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Initial Cut-off Date). The Company acknowledges it has sold all right, title and interest ; (ii) any insurance policies in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit respect of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Initial Mortgage Loans; (iii) the Mortgage Loans Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Capitalized Interest Account; and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinv) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect all proceeds of any Pledged Asset Mortgage Loan pursuant to of the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loanforegoing. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee on behalf of the Supplemental Interest Trust to enter into the Swap Agreement with respect the Swap Counterparty and the Depositor shall pay or cause to be paid on behalf of the Supplemental Interest Trust the payments, if any, owed to the Swap Counterparty as of the Closing Date under the Swap Agreement. It is agreed and understood by the Depositor, the Seller, the Servicer and the Trustee that it is not intended that any CashSaver Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, the Company does hereby transfereffective as of November 7, assign2004, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect effective as of any CashSaver Mortgage LoanJanuary 1, 2005.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan (other than the right to receive any Retained Interest and prepayment penalties thereunder) identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the Depositor's interest in any insurance policies in respect of the Mortgage Loans; (iv) the Depositor's security interest in the Additional Collateral; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all the right. In addition, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Additional Collateral Mortgage Loan, the Company Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Additional Collateral Mortgage Loan pursuant to the Pledged Asset Mortgage related Servicing Agreement, and (iv) its rights as beneficiary under the Certificate Guaranty Surety Bond related in respect of any Pledged Asset Additional Collateral Mortgage LoanLoans conveyed to the Seller from MSDWCC. In additionconnection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to any CashSaver each Mortgage Loan, the Company does hereby transfer, assign, set-over Loan (a "MORTGAGE FILE") so transferred and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 and the Master Agreements (as assigned to the Depositor pursuant to the terms of the related Assignment Agreements), including (v) the right to receive any amounts payable under the Basis Risk Cap Agreement and the Interest Rate Swap Agreement, (vi) payments made to the Cap Trustee by the Interest Rate Cap Provider and the Cap Account, (vii) all other assets included or to be included in the Trust Fund and (viii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal Loans. In connection with such transfer and interest due and payable on assignment, the Mortgage Loans on or beforeDepositor, does hereby deliver to, and all Principal Prepayments received on or beforedeposit with, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to Trustee (or the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit related Custodian on behalf of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of Trustee), the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a each Mortgage or a Loan so transferred and assigned (with respect to each Mortgage Loan, or convey or purport to convey any interest in a “Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File”):

Conveyance of Mortgage Loans. (a) The Company[Initial Mortgage Loans.] On the Closing Date, the Depositor, in exchange for the delivery to the Depositor or its designee(s) of the Certificates, registered in such names as the Depositor shall designate, concurrently with the execution and delivery of this Agreement, Agreement and on the terms set forth herein does hereby grant, transfer, assign, set-set over and otherwise convey to the Trustee Trustee, without recourse (except as to the extent specified herein), all right, title and interest of the Depositor in, to and under the assets constituting the Trust Fund. [[Subsequent Mortgage Loans] [Additional Mortgage Loans]. On each Transfer Date occurring during the [Pre-Funding Period] [Revolving Period], provided hereinthat each condition set forth in this Section 2.01(a) is satisfied, the Depositor shall convey to the Trustee, and the Trustee shall purchase pursuant to this Section 2.01(a), all [Subsequent Mortgage Loans] [Additional Mortgage Loans] which satisfy the criteria set forth in this Section 2.01(a) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the [Pre-Funding Amount] [Revolving Amount]. Subject to the conditions set forth in this Section 2.01(a), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related [Subsequent Mortgage Loans] [Additional Mortgage Loans] from amounts on deposit in the related [Pre-Funding Account] [Revolving Amount], the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Company Depositor in and to the each [Subsequent Mortgage Loans, Loan] [Additional Mortgage Loan] (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Company Depositor on or such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such [Subsequent Mortgage Loan] [Additional Mortgage Loan] in the Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Purchase Agreement with respect to the [Subsequent Mortgage Loans (other than payments of principal and interest due and payable on Loans] [Additional Mortgage Loans] added to the Mortgage Loans on or beforePurchase Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all Principal Prepayments received on or beforethe rights of the Depositor under the Purchase Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Cut-off Date)Depositor. The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans Depositor shall on any Transfer Date transfer to the Trustee the applicable [Subsequent Mortgage Loans] [Additional Mortgage Loans] and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trustee shall purchase such [Subsequent Mortgage Loans] [Additional Mortgage Loans], property and rights only upon the satisfaction of each of the following conditions on or prior to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.related Transfer Date:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage LoansLoan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold ; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loans Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Trustee Depositor or the Master Servicer after the Cut-Off Date with respect to the extent Mortgage Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreements with the Securities Administrator. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements. Notwithstanding anything provided above herein to the contrary, each of the parties hereto agrees and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and acknowledges that the Company holds record title solely as custodian for Servicing Rights Owner is the Trustee for benefit owner of the Certificateholders. The Company agrees that it will take no action inconsistent Servicing Rights with ownership respect to the Mortgage Loans, and that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans by from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and will not deliver any instrument exclusive owner of satisfaction or conveyance the Servicing Rights with respect to a the Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyEach Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company such Seller in and to the applicable Initial Mortgage Loans, including all interest and principal received and receivable by the Company such Seller on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Master Servicer on behalf of such Seller as part of the Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the applicable Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Master Servicer confirms that, on behalf of the Sellers, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor (i) sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders and the Certificate Insurer, without recourse, all right title and interest in the Initial Mortgage Loans and (ii) causes the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. CHL further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the Mortgage Loans interest rate corridor transaction evidenced by each Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanCorridor Contract Administrator, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Corridor Contract Assignment Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanySeller, concurrently with the execution and delivery of this Agreement, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee Depositor, without recourse recourse, the following property (except as provided hereincollectively, the "Conveyed Assets") (i) all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received or receivable by the Company Seller on or with respect to the Mortgage Loans (other than after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date). The Company acknowledges it has sold , (ii) all the right, title and interest in of the Seller (but none of its obligations) in, to and under the Countrywide Mortgage Loan Purchase Agreement pursuant to the Countrywide Acknowledgements in respect of the Countrywide Mortgage Loans, (iii) all the right, title and interest of the Seller (but none of its obligations) in, to and under the WAMU Mortgage Loan Purchase Agreement pursuant to the WAMU Acknowledgement in respect of the WAMU Mortgage Loans and (iv) all the right, title and interest of the Seller (but none of its obligations) in, to and under the ABN AMRO Mortgage Loan Purchase Agreement pursuant to the ABN AMRO Acknowledgement in respect of the ABN AMRO Mortgage Loans. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit or other designee of the CertificateholdersDepositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date). The Company agrees that it will take no action inconsistent with ownership Such delivery of the Mortgage Loans Files shall be made against payment by the Trustee Depositor of the purchase price, previously agreed to by the Seller and will not deliver any instrument of satisfaction or conveyance with respect to a Depositor, for the Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this AgreementLoans. With respect to any Pledged Asset Mortgage LoanLoan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date, the Company does hereby transfer, assign, set-over and otherwise convey to Seller shall deposit into the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements Distribution Account on or guarantees before the Distribution Account Deposit Date relating to the Additional Collateral supporting any Pledged Asset applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect Rate on the Cut-off Date Principal Balance of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect parties to constitute a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance sale. In connection with the terms and initial sale of the intent of this Agreement. With respect to any Pledged Asset Mortgage LoanCertificates by the Depositor, the Company does hereby transfer, assign, setpurchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanOff Date.

Conveyance of Mortgage Loans. (a) The CompanyEach Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company such Seller in and to the applicable Initial Mortgage Loans, including all interest and principal received and receivable by the Company such Seller on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Master Servicer on behalf of such Seller as part of the Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the applicable Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Master Servicer confirms that, on behalf of the Sellers, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor (i) sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders and the Certificate Insurer, without recourse, all right title and interest in the Initial Mortgage Loans, (ii) causes the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee and (iii) causes the Credit Insurer to deliver the Credit Insurance Policy to the Trustee. CHL further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the Mortgage Loans interest rate corridor transaction evidenced by each Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage LoanCorridor Contract Administrator, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with on the terms and conditions set forth in the intent of this Corridor Contract Assignment Agreement. With respect In addition, CHL further agrees (x) to any Pledged Asset Mortgage Loancause The Bank of New York to enter into the Swap Contract Administration Agreement as Swap Contract Administrator and (y) to assign all of its right, the Company does hereby transfer, assign, set-over title and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateralthe interest rate swap transaction evidenced by the Swap Confirmation, (iii) and to cause all of its right to receive payments obligations in respect of any Pledged Asset Mortgage Loan pursuant such transaction to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loanbe assumed by, the Company does hereby transferSwap Contract Administrator, assign, set-over on the terms and otherwise convey to conditions set forth in the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanSwap Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as securities administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Originator, the Credit Risk Manager and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as securities administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 Master Agreement (as assigned to the Depositor pursuant to the terms of the Assignment Agreement), including (v) the right to receive any amounts payable under the Basis Risk Cap Agreement; (vi) payments made to the Trustee by the Swap Provider under the Interst Rate Swap Agreement, (vii) payments made to the Cap Trustee by the Interest Rate Cap Provider and the Cap Account,, (viii) all other assets included or to be included in the Trust Fund and (ix) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal Loans. In connection with such transfer and interest due and payable on assignment, the Mortgage Loans on or beforeDepositor, does hereby deliver to, and all Principal Prepayments received deposit with the Custodian on or beforebehalf of the Trustee, the Cut-off Date). The Company acknowledges it has sold all rightfollowing documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned, title and interest in and accordance with Section 2.08, deliver or caused to the Mortgage Loans be delivered to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset each Subsequent Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey following documents or instruments (with respect to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset each Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset a “Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File”):

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Initial Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Initial Cut-off Date and all collections in respect of interest and principal due after the Initial Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Initial Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi) any such amounts as may be deposited into and held by the Securities Administrator in the Prefunding Account and the Capitalized Interest Account and (vii) all other assets included or to be included in the Trust Fund; provided that such an assignment shall not include any Servicing Rights with respect to SRO Mortgage Loans. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Initial Cut-off Date with respect to the Initial Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. It is acknowledged and agreed that the Securities Administrator hereunder shall also serve as the Administrator under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Administrator to execute, deliver and perform its obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement, not in its individual capacity, but solely as Administrator on behalf of the Yield Maintenance Trust. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection or indemnification to the Securities Administrator shall apply to the Administrator’s execution and performance of its duties and obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties and obligations thereunder. Concurrently with the execution of this Agreement, the Basis Risk Cap Agreement shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as such) and the Securities Administrator is hereby authorized to execute and deliver the Basis Risk Cap Agreement for the benefit of the Certificateholders. The Seller, the Securities Administrator, the Depositor and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Basis Risk Cap Agreement solely in its capacity as Securities Administrator of the Trust Fund, and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other basis risk cap agreement upon the expiration or termination of the Basis Risk Cap Agreement. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, GCFP remains the sole and exclusive owner of the related Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Assignment Agreements and the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Assignment Agreements and the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all . In connection with such transfer and assignment, the rightSeller, title and interest on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on related Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company 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, payments made to the Trust Administrator by the Cap Administrator under the Cap Administration Agreement and the Cap Account, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Company Depositor or the related Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the such Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date); provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans Depositor herewith delivers to the Trustee to and the extent provided above Trust Administrator an executed copy of the Mortgage Loan Purchase Agreement, and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit and the Trust Administrator acknowledge receipt of the same on behalf of the Certificateholders. The Company Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees that it will take no action inconsistent with ownership and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans by from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and will not deliver any instrument exclusive owner of satisfaction or conveyance the Servicing Rights with respect to a the SRO Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance Loans. In connection with the terms such transfer and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loanassignment, the Company Depositor does hereby transferdeliver to, assignand deposit with, set-over and otherwise convey to the Trustee without recourse or the Custodian on its behalf, the following documents or instruments (except as provided hereina “Mortgage File”) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver each Mortgage Loan, the Company does hereby transfer, assign, set-over Loan so transferred and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) It is the intention of the parties hereto that a common law trust be established under the laws of the State of New York pursuant to this Agreement and, further, that such trust be designated as "CSMC Commercial Mortgage Trust 2006-C3." Wells Fargo is hereby appointed, and does hereby agree, to act as Truxxxx hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. It is not intended that this Agreement create a partnership or a joint-stock association. The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby assign, sell, transfer, assign, set-set over and otherwise convey to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, including any security interest therein for the benefit of the Depositor, in, to and to under (i) the Original Mortgage Loans, including (ii) the Mortgage Loan Purchase Agreements and (iii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Original Mortgage Loans (other than payments of principal and interest due and payable on the Original Mortgage Loans on or before, before the Cut-off Date and all Principal Prepayments received paid on or before, before the Cut-off Date). The Company acknowledges it has sold transfer of the Original Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. Under GAAP, the Depositor shall report and cause all rightof its records to reflect: (i) its acquisition of the Original Mortgage Loans from Column, title and interest in and pursuant to the Mortgage Loan Purchase Agreement, as a purchase of such Mortgage Loans from Column and (ii) its transfer of the Original Mortgage Loans to the Trustee Trust, pursuant to this Section 2.01(a), as a sale of such Mortgage Loans to the extent Trust; provided above that, in the case of the transactions described in clauses (i) and that retention of record title of Mortgages (subject to Section 2.01(dii) of this Agreement) is for convenience sentence, the Depositor shall do so only upon the sale of Certificates representing at least 10% of the aggregate fair value of all the Certificates to parties that are not Affiliates of the Depositor. Regardless of its treatment of the transfer of the Original Mortgage Loans to the Trust under GAAP, the Depositor shall at all times following the Closing Date cause all of its records and financial statements and any relevant consolidated financial statements of any direct or indirect parent clearly to reflect that the Company holds record title solely as custodian for Original Mortgage Loans have been transferred to the Trustee for benefit Trust and are no longer available to satisfy claims of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor's creditors.

Conveyance of Mortgage Loans. (a) The CompanyIn consideration of the Trustee's delivery to or upon the order of the Transferor of the Certificates in an aggregate amount equal to the Cut-off Date Pool Balance, concurrently with the execution and delivery of this Agreement, Transferor does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company Transferor in and to (i)(A) the Cut-off Date Trust Balance of each Mortgage LoansLoan, including any Additional Balance arising during the Managed Amortization Period under each Mortgage Loan subsequent to the related Cut-off Date and assigned and transfered to the Trustee hereunder, all payments of interest and principal thereon, from whatever source derived, which are received by on or with respect to each Mortgage Loan on or after the Company Cut-off Date and are allocable to the Trust Balance (but not including all accrued interest and principal due on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, for Interest Periods prior to the Cut-off Date), (B) the Certificate Account, and (C) the Certificate Insurance Policy, (ii) to the extent of the Trust Balances of the Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties converted to ownership through foreclosure or deed in lieu or otherwise, (B) any insurance policies related to the Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Mortgage Loans; and (iii) the proceeds of each of the foregoing. The Company Transferor and the Trustee acknowledge that the Prior Trusts have rights, interests, power and authority with respect to the Common Mortgage Loans and the related Loan Agreements, Mortgages and other Mortgage File documents to the extent provided in the Prior Trust Pooling and Servicing Agreements. The Servicer acknowledges it has that, pursuant to the terms of the Loan Agreements, amounts received from or on behalf of the Mortgagor of a Common Mortgage Loan which, at the time of receipt, are treated as principal collections pursuant to the related Loan Agreement, will be applied in reduction of the principal balance of such Common Mortgage Loan sold to one or more of the Prior Trusts as provided in the Prior Trust Pooling and Servicing Agreements before such collections may be applied as Principal Collections under this Agreement. Notwithstanding the characterization of the Investor Certificates as debt for federal, state and local income and franchise tax purposes, the parties hereto intend to treat the transfer of the Mortgage Loans as provided herein as a sale for non-tax purposes from the Mortgage Loan Seller to the Transferor and from the Transferor to the Trust of all of their right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale for the purposes described in the preceding sentence, the Mortgage Loan Seller and the Transferor hereby grant to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership a first priority security interest in all of the Mortgage Loans by Loan Seller's and the Trustee Transferor's right, title and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to Mortgage Loans identified on the Additional Collateral supporting any Pledged Asset Mortgage LoanLoan Schedule on the Cut-off Date, (ii) its security interest in and Mortgage Loans added to any Additional Collateralthe Mortgage Loan Schedule from time to time, (iii) its right to receive payments all property included in respect the Trust Fund, (iv) and all proceeds of any Pledged Asset of the foregoing; and this Agreement shall constitute a security agreement under applicable law. In connection with such assignment, transfer and conveyance of the Trust Fund, as promptly as practicable but in no event later than 10 days following the Closing Date, (i) the Mortgage Loan pursuant to Seller will file in the Pledged Asset appropriate office in the State in which the principal place of business of the Mortgage Servicing AgreementLoan Seller is located a UCC-1 financing statement executed by the Mortgage Loan Seller as debtor, naming the Transferor as secured party and listing as collateral the Mortgage Loans identified on the Mortgage Loan Schedule and all property constituting the Trust Fund, and (ivii) its rights the Transferor will file in the appropriate office in the State in which the principal place of business of the Transferor is located a UCC-1 financing statement executed by the Transferor as beneficiary under debtor, naming the Surety Bond in respect of any Pledged Asset Trustee as secured party and listing as collateral the Mortgage LoanLoans identified on the Mortgage Loan Schedule and all property constituting the Trust Fund. In addition, connection with respect to any CashSaver Mortgage Loansuch filings, the Company does hereby transfer, assign, set-over Mortgage Loan Seller and otherwise convey the Transferor agree that they shall each cause to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in be filed all necessary continuation statements thereof and to any Additional Collateral take or cause to be taken such actions and (iii) its right execute such documents as are necessary to receive payments perfect and protect the Certificateholders' interests in respect of any CashSaver the Mortgage LoanLoans and the proceeds thereof allocable thereto.

Conveyance of Mortgage Loans. (a) The CompanyIn consideration of the Trustee's delivery to or upon the order of the Seller of the Certificates in an aggregate amount equal to the Cut-off Date Pool Balance, concurrently with the execution and delivery of this Agreement, Seller does hereby transfer, assign, set-set over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company Seller in and to (i)(A) the Cut-off Date Trust Balance of each Mortgage LoansLoan, including any Additional Balance arising during the Managed Amortization Period under each Mortgage Loan subsequent to the related Cut-off Date and assigned and transfered to the Trustee hereunder, all payments of interest and principal thereon, from whatever source derived, which are received by on or with respect to each Mortgage Loan on or after the Company Cut-off Date and are allocable to the Trust Balance (but not including all accrued interest and principal due on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, for Interest Periods prior to the Cut-off Date), (B) the Certificate Account, and (C) the Certificate Insurance Policy, (ii) to the extent of the Trust Balances of the Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties converted to ownership through foreclosure or deed in lieu or otherwise, (B) any insurance policies related to the Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Mortgage Loans; and (iii) the proceeds of each of the foregoing. The Company Seller and the Trustee acknowledge that the Prior Trusts have rights, interests, power and authority with respect to the Common Mortgage Loans and the related Loan Agreements, Mortgages and other Mortgage File documents to the extent provided in the Prior Trust Pooling and Servicing Agreements. The Servicer acknowledges it has that, pursuant to the terms of the Loan Agreements, amounts received from or on behalf of the Mortgagor of a Common Mortgage Loan which, at the time of receipt, are treated as principal collections pursuant to the related Loan Agreement, will be applied in reduction of the principal balance of such Common Mortgage Loan sold to one or more of the Prior Trusts as provided in the Prior Trust Pooling and Servicing Agreements before such collections may be applied as Principal Collections under this Agreement. The parties hereto intend that the transaction set forth herein be a sale by the Mortgage Loan Seller to the Seller and a sale by the Seller to the Trust of all of their right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Mortgage Loan Seller and the Seller hereby grant to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership a first priority security interest in all of the Mortgage Loans by Loan Seller's and the Trustee Seller's right, title and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to Mortgage Loans identified on the Additional Collateral supporting any Pledged Asset Mortgage LoanLoan Schedule on the Cut-off Date, (ii) its security interest in and Mortgage Loans added to any Additional Collateralthe Mortgage Loan Schedule from time to time, (iii) its right to receive payments all property included in respect the Trust Fund, (iv) and all proceeds of any Pledged Asset of the foregoing; and this Agreement shall constitute a security agreement under applicable law. In connection with such assignment, transfer and conveyance of the Trust Fund, as promptly as practicable but in no event later than 10 days following the Closing Date, (i) the Mortgage Loan pursuant to Seller will file in the Pledged Asset appropriate office in the State in which the principal place of business of the Mortgage Servicing AgreementLoan Seller is located a UCC-1 financing statement executed by the Mortgage Loan Seller as debtor, naming the Seller as secured party and listing as collateral the Mortgage Loans identified on the Mortgage Loan Schedule and all property constituting the Trust Fund, and (ivii) its rights the Seller will file in the appropriate office in the State in which the principal place of business of the Seller is located a UCC-1 financing statement executed by the Seller as beneficiary under debtor, naming the Surety Bond in respect of any Pledged Asset Trustee as secured party and listing as collateral the Mortgage LoanLoans identified on the Mortgage Loan Schedule and all property constituting the Trust Fund. In addition, connection with respect to any CashSaver Mortgage Loansuch filings, the Company does hereby transfer, assign, set-over Mortgage Loan Seller and otherwise convey the Seller agree that they shall each cause to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in be filed all necessary continuation statements thereof and to any Additional Collateral take or cause to be taken such actions and (iii) its right execute such documents as are necessary to receive payments perfect and protect the Certificateholders' interests in respect of any CashSaver the Mortgage LoanLoans and the proceeds thereof allocable thereto.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Class S Grantor Trust for the benefit of the Class S Certificates. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments and due after the Cut-Off Date. The transfer of principal and interest due and payable on the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on or before, the Certificates from and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title transfer and interest in and to the assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the extent provided above terms and that retention conditions of record title of Mortgages (subject to Section 2.01(d) the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement) is for convenience only and , hereby agrees that such Mortgage Loans remain subject to the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the related Non-Serviced Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance Loan Intercreditor Agreement and, with respect to a each Serviced Pari Passu Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms Loan and the intent of this Agreement. With respect to any Pledged Asset Serviced Companion Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage related Loan pursuant to the Pledged Asset Mortgage Servicing Pair Intercreditor Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to the section thereof under the heading of "Benefit of Mortgage Loans, including Loan Purchase Agreement," (iii) the Depositor's rights under each Co-Lender Agreement and the 2006-PWR14 Pooling and Servicing Agreement and (iv) all other assets included or to be included in REMIC I and the RCE Loan REMIC for the benefit of REMIC II and REMIC III. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The Trustee, by the execution and delivery of this Agreement, hereby agrees that each Senior Mortgage Loan and each Serviced Companion Loan remains subject to its related Co-Lender Agreement. The transfer and assignment of the Non-Trust Serviced Pari Passu Loan to the Trustee and will not deliver any instrument of satisfaction or conveyance with respect the right to a service such Mortgage or a Mortgage Loan, or convey or purport Loan is subject to convey any interest in a Mortgage Loan, except in accordance with the terms and conditions of the intent of this 2006-PWR14 Pooling and Servicing Agreement and the Co-Lender Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey to the Trustee Trustee, on behalf of the Trust, without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon 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) all proceeds of any of the foregoing; (v) the rights of the Depositor under the Mortgage Loan Purchase Agreement, including and (vi) all other assets included or to be included in the Trust Fund; provided, however, so long as the Servicer is an FHA Approved Mortgagee, the Commissioner of HUD shall have no obligation to recognize or deal with any person other than the Servicer with respect to FHA Insurance. Such assignment includes all interest and principal received by due to the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments Loans. It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003. In connection with such transfer and assignment, the Seller, on behalf of principal and interest due and payable on the Mortgage Loans on or beforeDepositor, does hereby deliver to, and all Principal Prepayments received on deposit with the Trustee, or beforeits designated agent (the "Custodian"), the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction following documents or conveyance instruments with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a "Mortgage Servicing Agreement, File") so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The Company, concurrently with To provide for the execution and delivery distribution of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable under the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or Trust Agreement with respect to the Mortgage Loans (other than payments Certificates and the performance of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or beforecovenants contained in the Trust Agreement, the Cut-off Date). The Company acknowledges it has sold Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders as their interests may appear, all the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from: (i) the Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto), which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Qualified Substitute Mortgage Loans (except for any prepayment penalties payable at any time with respect thereto) substituted therefor as provided by Section 2.03 of the Standard Terms and pursuant to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit terms of the Certificateholders. The Company agrees Sales Agreement), together in each case with the related Trustee Mortgage Loan Files and the Depositor's interest in any Collateral that it will take no action inconsistent secured a Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing Date, and all Monthly Payments due after the Cut-Off Date and all curtailments or other principal prepayments received with ownership respect to the Mortgage Loans paid by the Borrower after the Cut-Off Date (except for any prepayments received after the Cut-Off Date but reflected in the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off Date) and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) the Servicing Agreement; (iii) the Sales Agreement, except that the Depositor does not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales Agreement; (iv) the Asset Proceeds Account, the Pre-Funding Account, the Capitalized Interest Account and the Distribution Account, whether in the form of cash, instruments, securities or other properties; and (v) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (i) through (v) above, collectively, the "Trust Estate"). The Trustee acknowledges the sales, assignments and pledges created by the Trustee foregoing paragraphs, accepts the trust hereunder in accordance with the provisions hereof and will not deliver any instrument agrees to perform the duties set forth herein or required by the Standard Terms to the end that the interests of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except the Certificateholders may be adequately and effectively protected in accordance with the terms and the intent conditions of this Agreement. With respect to any Pledged Asset Mortgage LoanBy its execution of this Agreement, the Company does hereby transfer, assign, set-over Trustee acknowledges and otherwise convey declares that it holds and will hold or has agreed to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating hold all documents delivered to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and it from time to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, time with respect to any CashSaver the Mortgage Loan, Loans and all assets included in the Company does hereby transfer, assign, set-over Trust Estate in trust for the exclusive use and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in benefit of all present and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loanfuture Certificateholders.

Conveyance of Mortgage Loans. (a) Possession of Custodial Mortgage Files; Maintenance of Retained Mortgage File and Servicing Files. The Company, concurrently simultaneously with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, without recourse (except as provided herein) recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans. Pursuant to Section 2.03, including all interest the Company has delivered the Custodial Mortgage File to the Custodian. The contents of each Retained Mortgage File not delivered to the Custodian are and principal received shall be held in trust by the Company on or for the benefit of the Purchaser as the owner thereof. Additionally and separate to the Retained Mortgage File, the Company shall maintain a Servicing File, for the sole purpose of servicing the related Mortgage Loans, consisting of a copy of the contents of the Custodial Mortgage File and the Retained Mortgage File. The possession of each Servicing File and Retained Mortgage File held by the Company is at the will of the Purchaser, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File, Retained Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loans (other than payments Loan prepared by or which come into the possession of principal the Company shall vest immediately in the Purchaser and interest due shall be retained and payable on maintained by the Mortgage Loans on or beforeCompany, in trust, at the will of the Purchaser and all Principal Prepayments received on or before, the Cut-off Date)only in such custodial capacity. The Company acknowledges it has sold all rightshall release its custody of the contents of any Retained Mortgage File and Servicing File only in accordance with written instructions from the Purchaser, title and interest in and unless such release is required as incidental to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership Company's servicing of the Mortgage Loans by Loans, in the Trustee and will not deliver any instrument case of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.the

Conveyance of Mortgage Loans. (a) The CompanyEffective as of the Closing Date, concurrently with the execution and delivery of this Agreement, Depositor does hereby transfer, assign, set-over and otherwise convey assign in trust to the Trustee Trustee, without recourse (except as provided herein) recourse, for the benefit of the Certificateholders all the right, title and interest of the Company in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage LoansTrustee pursuant to Section 14 thereof, including (iii) the Initial Deposit, (iv) the Depositor's rights under the Pari Passu Intercreditor Agreement and the 2001-TOP3 Pooling and Servicing Agreement with respect to the Pari Passu Loan, and the Depositor's rights under the Intercreditor Agreements, (v) with respect to the Class A-2 Certificates, the Swap Contract, the Class A-2 Regular Interest and funds or assets from time to time on deposit in the Floating Rate Account and (vi) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III. Such assignment includes all interest and principal received by the Company or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off Off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The transfer and assignment of the Pari Passu Loan to the Trustee and will not deliver any instrument of satisfaction or conveyance with respect the right to a service such Mortgage or a Mortgage Loan, or convey or purport Loan is subject to convey any interest in a Mortgage Loan, except in accordance with the terms and conditions of the intent of this 2001-TOP3 Pooling and Servicing Agreement and the Pari Passu Intercreditor Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanySeller, concurrently with the execution and delivery of this Agreement, does hereby establish the Trust, appoint the Trustee as trustee of the Trust and transfer, assign, set-sell, set over and otherwise convey to the Trustee Trust without recourse (except as provided hereinsubject to Sections 2.02 and 2.04) (1) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all its right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a each Mortgage Loan, or convey or purport to convey any including the related Cut-Off Date Principal Balance, all interest accruing thereon on and after the Cut-Off Date and all collections in a Mortgage Loan, except in accordance with respect of interest and principal received on and after the terms and the intent Cut-Off Date (exclusive of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided hereinA) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset interest accrued on the Mortgage Loan Loans during May 2000 due on or after the Cut-Off Date and permitted to be withdrawn from the Collection Account pursuant to the Pledged Asset Mortgage Servicing Agreement, Section 3.03(v)(b) and (ivB) its rights as beneficiary under the Surety Bond payments in respect of interest on the Mortgage Loans due prior to the Cut-Off Date and received thereafter and permitted to be withdrawn from the Collection Account pursuant to Section 3.03(v)(b)); (2) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (3) its interest in any Pledged Asset insurance policies in respect of the Mortgage LoanLoans; (4) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Accounts and the Capitalized Interest Accounts; and (5) all proceeds of any of the foregoing. In addition, with respect on or prior to any CashSaver Mortgage Loanthe Closing Date, the Company does hereby Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. The foregoing sale, transfer, assignassignment, set-set over and otherwise convey conveyance does not and is not intended to result in a creation or an assumption by the Trustee without recourse (of any obligation of the Seller or any other Person in connection with the Mortgage Loans or any agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer, assignment, sale and conveyance by the Seller, the Seller shall deliver to, and deposit with, the Document Custodian (in the case of paragraphs (ii), (iv), (v) and (vi) below) or the Trustee or its designee (in the case of paragraphs (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right below), on or before the Closing Date (except that in the case of paragraph (iii) such documents need not be delivered to receive payments the Trustee for up to 90 days from the Closing Date), the following documents or instruments with respect to each Mortgage Loan (the "Related Documents") and the Initial Mortgage Loan Schedule in respect of any CashSaver Mortgage Loan.computer readable format:

Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee Trustee, in respect of the related Trust Fund, without recourse (except as provided herein) all the right, title and interest of the Company in and to the Pool 1 Mortgage LoansLoans (in the case of the Pool 1 Trust Fund) and the Pool 2 Mortgage Loans (in the case of the Pool 2 Trust Fund), including all interest and principal received by the Company on or with respect to the related Mortgage Loans (other than payments of principal and interest due and payable on the such Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all rightIn addition, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee Trustee, in respect of the related Trust Fund, without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyEach Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except as provided herein) recourse, all the right, title and interest of the Company such Seller in and to the applicable Initial Mortgage Loans, including all interest and principal received and receivable by the Company such Seller on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Master Servicer on behalf of such Seller as part of the Initial Certificate Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the applicable Initial Mortgage Loans on or before, prior to the Initial Cut-off Date and all Principal Prepayments received on or before, interest accruing prior to the Initial Cut-off Date). The Company acknowledges Master Servicer confirms that, on behalf of the Sellers, concurrently with the transfer and assignment, it has sold deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right, title and interest in and to the Initial Mortgage Loans Loans. CHL further agrees (x) to cause The Bank of New York to enter into the Trustee Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to the extent provided above assign all of its right, title and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateralthe interest rate corridor transactions evidenced by the related Confirmations, (iii) and to cause all of its right to receive payments obligations in respect of any Pledged Asset Mortgage Loan pursuant such transaction to be assumed by, the Pledged Asset Mortgage Servicing Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement, . CHL further agrees (x) to cause The Bank of New York to enter into the Swap Contract Administration Agreement as Swap Contract Administrator and (ivy) to assign all of its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionright, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over title and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral the interest rate swap transaction evidenced by the related Confirmation, and (iii) to cause all of its right to receive payments obligations in respect of any CashSaver Mortgage Loansuch transaction to be assumed by,the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Initial Cut-off Date and all collections in respect of interest and principal due after the Initial Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and the Capitalized Interest Account, and (vii) all other assets included or to be included in the Trust Fund; provided, that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal due to the Depositor after the Cut-off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. It is acknowledged and agreed that the Trustee hereunder shall also serve as the Administrator under the Yield Maintenance Allocation Agreement, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Agreement and the Class 2A-1A3 Yield Maintenance Agreement. The Depositor hereby directs the Administrator to execute, deliver and perform its obligations under the Yield Maintenance Allocation Agreement, the Yield Maintenance Agreement, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Agreement and the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Agreement, not in its individual capacity, but solely as Administrator on behalf of the Yield Maintenance Trust. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection or indemnification to the Trustee shall apply to the Administrator’s execution and performance of its duties and obligations under the Yield Maintenance Allocation Agreement, the Yield Maintenance Agreement, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Agreement and the Class 2A-1A3 Yield Maintenance Agreement. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties and obligations thereunder. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement (other than the right to terminate the Servicer for an Event of Default under Section 14.01(ix) of the Servicing Agreement) to the extent assigned in the Mortgage Loan Purchase Agreement. The Depositor hereby expressly retains and does not delegate the right to terminate the Servicer for an Event of Default pursuant to Section 14.01(ix) of the Servicing Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint The Bank of New York as Custodian, title and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the Custodial Agreement, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreements. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint The Bank of New York as Custodian, title and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Swap Agreement and a copy of the PMI Letter Agreement shall be delivered to the Securities Administrator and the Bulk PMI Policy and the PMI Letter Agreement shall be delivered to the Trustee. In connection therewith, the Depositor hereby directs (i) the Securities Administrator (solely in its capacity as such) and the Securities Administrator is hereby authorized to execute and deliver the Swap Agreement (on behalf of the Supplemental Interest Trust) and (ii) the Trustee (solely in its capacity as such) and the Trustee is hereby authorized to execute the PMI Letter Agreement, in each case for the benefit of Certificateholders. The Depositor, the Master Servicer, each Servicer, each Mortgage Loan Originator, the Purchaser, the Credit Risk Manager and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Swap Agreement solely in its capacity as Securities Administrator of the Supplemental Interest Trust and the Trust Fund and not in its individual capacity, and the Trustee is executing and delivering the PMI Letter Agreement solely in its capacity as Trustee of the Trust Fund, and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other swap agreement upon the expiration or termination of the Swap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except as provided herein) all the right, title of its rights and interest of under the Company in and to the Mortgage LoansPurchase Agreement, including all interest and principal received by the Company on or with respect right to enforce the Purchaser’s obligation to repurchase the Mortgage Loans (other than payments under Section 5 of principal and interest due and payable on the Mortgage Loans on or beforePurchase Agreement. The Trustee hereby accepts such assignment, and as set forth herein in Section 2.03(k), shall be entitled to exercise all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit rights of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as trustee of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Originator, the Credit Risk Manager and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as trustee of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set-over and otherwise convey assign to the Trustee without recourse (except all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 4 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as provided herein) set forth herein in Section 2.03(k), shall be entitled to exercise all the right, title and interest rights of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary Depositor under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In additionPurchase Agreement as if, with respect to any CashSaver Mortgage Loanfor such purpose, it were the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanDepositor.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal due to the Depositor after the Cut-off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. It is acknowledged and agreed that the Trustee hereunder shall also serve as the Administrator under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Administrator to execute, deliver and perform its obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement, not in its individual capacity, but solely as Administrator on behalf of the Yield Maintenance Trust. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection or indemnification to the Trustee shall apply to the Administrator’s execution and performance of its duties and obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties and obligations thereunder. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the GCFP remains the sole and exclusive owner of the related Servicing Rights with respect to the Mortgage Loans (for purposes of clarification only, the Trustee has a non-exclusive right to terminate the Servicer in accordance with the terms of this Agreement and the Servicing Agreement). Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement (other than the Servicing Rights and the right to terminate the Servicer for an Event of Default under Section 11.07(b) of the Servicing Agreement) to the extent assigned in the Mortgage Loan Purchase Agreement. The Depositor hereby expressly retains and does not delegate the right to terminate the Servicer for an Event of Default pursuant to Section 11.07(b) of the Servicing Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein) all . In connection with such transfer and assignment, the rightSeller, title and interest on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanySeller, concurrently with the execution and delivery of this Agreement, does hereby transfersells, assigntransfers, set-assigns, sets over and otherwise convey conveys to the Trustee Depositor, without recourse recourse, the following property (except as provided hereincollectively, the "Conveyed Assets") (i) all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received or receivable by the Company Seller on or with respect to the Mortgage Loans (other than after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, before the Cut-off Date). The Company acknowledges it has sold , (ii) all the right, title and interest in of the Seller (but none of its obligations) in, to and under the Countrywide Mortgage Loan Purchase Agreement pursuant to the Countrywide Acknowledgements in respect of the Countrywide Mortgage Loans, (iii) all the right, title and interest of the Seller (but none of its obligations) in, to and under the E-LOAN Mortgage Loan Purchase Agreement pursuant to the E-LOAN Acknowledgement in respect of the E-LOAN Mortgage Loans and (iv) all the right, title and interest of the Seller (but none of its obligations) in, to and under the ABN AMRO Mortgage Loan Purchase Agreement pursuant to the ABN AMRO Acknowledgement in respect of the ABN AMRO Mortgage Loans. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit or other designee of the CertificateholdersDepositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date). The Company agrees that it will take no action inconsistent with ownership Such delivery of the Mortgage Loans Files shall be made against payment by the Trustee Depositor of the purchase price, previously agreed to by the Seller and will not deliver any instrument of satisfaction or conveyance with respect to a Depositor, for the Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this AgreementLoans. With respect to any Pledged Asset Mortgage LoanLoan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date, the Company does hereby transfer, assign, set-over and otherwise convey to Seller shall deposit into the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements Distribution Account on or guarantees before the Distribution Account Deposit Date relating to the Additional Collateral supporting any Pledged Asset applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect Rate on the Cut-off Date Principal Balance of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except limiting Section 4(a) hereof without recourse, representation or warranty, other than as provided set forth herein) , all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Agreement to Appointment of Master Servicer, dated as of August 1, 2018, between the Master Servicer, the Depositor and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of CD 2018-CD7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-CD7” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than 5 Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clause (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller and (ii) the issuance of the Certificates, the Purchaser shall be authorized to release to the Certificate Administrator or its rights as assignee under any security agreements, pledge agreements or guarantees designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 Master Agreements (as assigned to the Depositor pursuant to the terms of the Assignment Agreements), including (v) the right to receive any amounts payable under the Cap Contract, (vi) all other assets included or to be included in the Trust Fund and (vii) all proceeds of any of the foregoing; provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the related Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date)Loans. The Company acknowledges it has sold all right, title and interest in and Notwithstanding anything provided herein to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit contrary, each of the Certificateholders. The Company parties hereto agrees that it will take no action inconsistent with ownership and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans by from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and will not deliver any instrument exclusive owner of satisfaction or conveyance the Servicing Rights with respect to a the SRO Mortgage Loans. 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 Class A-1 Certificates. The Depositor, each Servicer and the Holders of the Class A-1 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 Fund and not in its individual capacity. In connection with such transfer and assignment, the Depositor, does hereby deliver to, and deposit with the Trustee, the following documents or a instruments with respect to each Mortgage Loan so transferred and assigned (with respect to each Mortgage Loan, or convey or purport to convey any interest in a “Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File”):

Conveyance of Mortgage Loans. (a) The CompanySeller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby transferassigns, assign, set-sets over and otherwise convey conveys to the Trustee Depositor, without recourse recourse, (except as provided hereini) all the right, title and interest of the Company Seller in and to the Initial Mortgage Loans, including all interest and principal received and receivable by the Company Seller on or with respect to the Mortgage Loans after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or remitted to the Master Servicer for deposit into the Collection Account as an Initial Collection Account Deposit as provided in this Agreement, other than payments of principal and interest due and payable on the Initial Mortgage Loans on or before, and all Principal Prepayments received on or before, prior to the Cut-off Date). The Company acknowledges it has sold Date and interest accruing prior to the Cut-off Date and (ii) all the right, title and interest of the Seller in and to the Subsequent Mortgage Loans, including all interest and principal received and receivable by the Seller on or with respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date. Immediately upon the conveyance of the Mortgage Loans referred to in the preceding paragraph, the Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee Issuer for benefit of the CertificateholdersNoteholders, without recourse, all right title and interest in the Mortgage Loans. The Company agrees It is intended that it will take no action inconsistent with ownership the sale of the Mortgage Loans by the Trustee Seller as provided hereby be, and will not deliver any instrument be construed as, an absolute sale of satisfaction or conveyance all of the Seller’s right, title, and interest in, to and under the Mortgage Loans to the Depositor and, in connection with respect to a Mortgage or a Mortgage Loansuch sale, or convey or purport to convey any interest in a Mortgage Loanan absolute assignment, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assignand conveyance by the Seller of all of the Seller’s right, set-over title, and otherwise convey interest in, to and under the Mortgage Loans to the Trustee without recourse (except as provided herein) (i) its rights as assignee under Depositor. Furthermore, it is not intended that any security agreementssuch sale, assignment, transfer, and conveyance be deemed a pledge agreements or guarantees relating of such Mortgage Loans by the Seller to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and Depositor to any Additional Collateral, (iii) its right to receive payments in respect secure a debt or other obligation of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanSeller.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the related Servicing Rights with respect to the Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint Deutsche Bank National Trust Company, title as Custodian, and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and the Capitalized Interest Account and (vii) all other assets included or to be included in the Trust Fund; provided, that such assignment shall not include any Servicing Rights with respect to SRO Mortgage Loans. Such assignment includes all interest and principal due to the Depositor after the Cut-off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. It is acknowledged and agreed that the Trustee hereunder shall also serve as the Yield Maintenance Administrator under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Yield Maintenance Administrator to execute, deliver and perform its obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement, not in its individual capacity, but solely as Yield Maintenance Administrator on behalf of the Yield Maintenance Trust. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection or indemnification to the Trustee shall apply to the Yield Maintenance Administrator’s execution and performance of its duties and obligations under the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties and obligations thereunder. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, GCFP remains the sole and exclusive owner of the related Servicing Rights with respect to the SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loan documents. The foregoing sale, transfer, assignassignment, set-over over, deposit and otherwise convey conveyance does not and is not intended to result in creation or assumption by the Trustee without recourse (of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as provided specifically set forth herein. In connection with such transfer and assignment, (i) all the rightDepositor directs the Trustee to appoint Deutsche Bank National Trust Company as Custodian, title and interest (ii) the Seller, on behalf of the Company Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the Custodial Agreement, to, and to deposit with the Mortgage LoansTrustee, including all interest and principal received by or the Company on Custodian as its designated agent, the following documents or instruments with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, the Cut-off Date). The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset each Mortgage Loan pursuant to the Pledged Asset (a “Mortgage Servicing Agreement, File”) so transferred and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.assigned:

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase Agreement, dated as of July 31, 2020, between the Master Servicer and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any, and (iv) the Mortgage Loan Seller’s Retained Defeasance Rights and Obligations, if any, pursuant to the Pooling and Servicing Agreement. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2020-B18 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-B18” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clause (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.

Conveyance of Mortgage Loans. (a) Possession of Mortgage Files; Maintenance of Servicing Files. The Company, concurrently simultaneously with the execution and delivery of this AgreementAgreement and subjectto the receipt by the Company of the purchase price for the Mortgage Loans as set forth in the Purchase Price and Terms Letter, does hereby doeshereby sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, without recourse (except as provided herein) recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage LoansLoans on a servicing retained basis. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents to the Purchaser (or its designee, including all interest the Custodian) on or prior to the Closing Date. The contents of each Mortgage File not delivered to the Purchaser (or its designee, including the Custodian) are and principal received shall be held in trust by the Company on or Servicer for the benefit of the Purchaser as the owner thereof. The Servicer shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The possession of each Servicing File by the Servicer is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loans (Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Purchaser and shall be retained and maintained by the Servicer, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other than payments books and records of principal the Servicer and interest due and payable on shall be marked appropriately to reflect clearly the sale of the related Mortgage Loans on or before, and all Principal Prepayments received on or before, Loan to the Cut-off Date)Purchaser. The Company acknowledges it has sold all rightServicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, title and interest in and unless such release is required as incidental to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership Servicer-s servicing of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance is in connection with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect repurchase of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements Section 3.04 or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanSection 6.02.

Conveyance of Mortgage Loans. (a) The CompanyDepositor, concurrently with the execution and delivery of this Agreementhereof, does hereby transfer, assign, set-set over and otherwise convey in trust to the Trustee without recourse (except as provided herein) for the benefit of the Certificateholders all the right, title and interest of the Company Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan 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 Master Agreements (as assigned to the Depositor pursuant to the terms of the Assignment Agreements), including (v) the right to receive any amounts payable under the Cap Contract, (vi) all other assets included or to be included in the Trust Fund and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Company on Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal Loans. The Depositor hereby directs the Trustee to execute, deliver and interest due and payable perform its obligations under the Cap Contract on the Mortgage Loans Closing Date and thereafter on or beforebehalf of the Holders of the Floating Rate Certificates. The Depositor, the 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 Fund and not in its individual capacity. In connection with such transfer and assignment, the Depositor, does hereby deliver to, and all Principal Prepayments received on or beforedeposit with the Trustee, the Cut-off Date). The Company acknowledges it has sold all rightfollowing documents or instruments with respect to each Mortgage Loan so transferred and assigned, title and interest in and accordance with Section 2.08, deliver or caused to the Mortgage Loans be delivered to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement. With respect to any Pledged Asset each Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey following documents or instruments (with respect to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset each Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset a "Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan. In addition, with respect to any CashSaver Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage Loan.File"):

Conveyance of Mortgage Loans. (a) The CompanyOn the Closing Date, concurrently with subject only to receipt by the execution Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and delivery the issuance of this Agreementthe Certificates, does hereby the Mortgage Loan Seller agrees to sell, transfer, assign, set-set over and otherwise convey to the Trustee Purchaser, and without recourse (except as provided hereinlimiting Section 4(a) hereof without recourse, all the right, title and interest of the Company Mortgage Loan Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Company Mortgage Loan Seller on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received on or before, after the Cut-off DateDate (subject to the proviso in the next sentence). The Company acknowledges it has sold , together with all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Trustee Mortgage Loans, subject to (i) that certain Servicing Rights Purchase and Sale Agreement, dated as of October 17, 2019, between the Master Servicer, the Depositor and the Mortgage Loan Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, and (iii) any Other Pooling and Servicing Agreement related to a Non-Serviced Whole Loan, if any. The Purchaser shall be entitled to (and, to the extent provided above received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that retention all scheduled payments of record title of Mortgages (principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Mortgage Loan Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Mortgage Loan Seller. With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(d2(a) serve as an assignment and assumption agreement between the Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Mortgage Loan Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) is for convenience only assigns, grants, sells, transfers, delivers, sets over, and that conveys to the Company holds record Purchaser all right, title and interest of the Mortgage Loan Seller in, to and arising out of the related Intercreditor Agreement (solely as custodian holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Mortgage Loan Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Mortgage Loan Seller has received all the missing filing/recording information, the Mortgage Loan Seller shall, or shall at the expense of the Mortgage Loan Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Xxxxx Fargo Bank, National Association, as Trustee, for the Trustee for benefit of the CertificateholdersHolders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement which has not yet been submitted for filing or recording. The Company agrees Each such document shall reflect that it will take the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Mortgage Loan Seller’s expense. In the event that the Mortgage Loan Seller receives the original recorded or filed copy, the Mortgage Loan Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no action inconsistent event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with ownership evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Mortgage Loans by Loan Seller shall be deemed to have been satisfied upon delivery to the Trustee Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and will not deliver Profits or Reassignment of Assignment of Leases, Rents and Profits. Notwithstanding any instrument contrary provision set forth in this Section 2 or in Article II of satisfaction or conveyance the Pooling and Servicing Agreement, in connection with respect to a Mortgage or a any Servicing Shift Mortgage Loan, or convey or purport (1) instruments of assignment may be in blank and need not be recorded pursuant to convey any interest this Agreement until the earliest of (i) the Servicing Shift Securitization Date, in which case such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Mortgage Loan becomes a Mortgage Specially Serviced Loan, except in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with Section 2.01(a) of the Pooling and Servicing Agreement, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and the intent of this Agreement. With respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iviii) 180 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms of Section 2.01 of the Pooling and Servicing Agreement, and (3) on and following the Servicing Shift Securitization Date, the Person selling such Companion Loan to the related Other Depositor, at its rights as beneficiary under own expense, shall be (a) entitled to direct the Surety Bond Trustee or Custodian to deliver the originals of all mortgage loan documents in respect of any Pledged Asset its possession (other than the promissory note evidencing such Servicing Shift Mortgage Loan. In addition) to the related Other Trustee or custodian therefor, with respect (b) if the right under clause (a) is exercised, required to any CashSaver Mortgage Loan, cause the Company does hereby transfer, assign, set-over and otherwise convey retention by or delivery to the Trustee without recourse or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (except c) entitled to cause the completion (or in the event of a recordation as provided hereincontemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of such Other Trustee or other custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payment, reserve funds and items specified in clause (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement, for such Servicing Shift Whole Loan to the related Other Servicer. On the Closing Date, upon (i) notification from the Mortgage Loan Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Mortgage Loan Seller (or its rights as assignee under any security agreementsdesignee) and (ii) the issuance of the Certificates, pledge agreements the Purchaser shall be authorized to release to the Certificate Administrator or guarantees its designee all of the Mortgage Files in the Purchaser’s possession relating to the Additional Collateral supporting any CashSaver Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any CashSaver Mortgage LoanLoans.