Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. 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. 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7C10” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC EX XXXXX III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide with respect to the Certificate Administrator on the Closing DateSwap Certificates, each Swap REMIC III Regular Interest, Swap Fixed Rate Account, Swap Floating Rate Account and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), Swap Agreement and (viivi) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January July 2013. The 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 January July 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20132014-C7C16” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC XX XXXXX III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013June 2014. The 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 January June 1, 20132014. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7C13” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC EX XXXXX III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January December 2013. The 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 January December 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20132014-C7C14” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC XX XXXXX III Regular Interests, (vi) an amount equal to one two (12) day’s days’ interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 397,213 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), ) and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013February 2014. The 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 January February 1, 20132014. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC or REMIC I for the benefit of REMIC II and REMIC III or the Excess Interest Grantor Trust for the benefit of the Class H Grantor TrustS Certificates. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans Loan to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related each Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related each Loan Pair Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as In consideration of the Closing DateIssuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over, deposit with and assign in trust otherwise convey to the TrusteeIssuer, without recourse, for the benefit of the Certificateholders in trust, all the right, title and interest of the Depositor in and to the Trust Estate, except that the Depositor does not assign to the Issuer any of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreement. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, inthe Seller, to and under (i) or any other Person in connection with the Mortgage Loans identified on the or any other agreement or instrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan Schedule including that does not have a first payment date on or before the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after last day of the Cut-Off Due Period immediately preceding the first Payment Date, the Mortgage File and all rightsDepositor shall, 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 thereofextent required, (iii) deposit into the Initial Deposit, (iv) Payment Account on or before 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 Payment Account Deposit Date relating to the EC Trust Certificatesfirst Payment Date, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) daymonth’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in at the aggregate, the Depositor shall provide to the Certificate Administrator related Net Rate on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account Stated Principal Balance of such Mortgage Loan on the Closing Cut Off Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The 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 Agreements 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or 1, and the Class H Grantor Trustrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 Trustee shall execute the Swap Agreement and the Depositor hereby directs the Trustee to do so. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7C11” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, all distributions with respect thereto payable after the Cut-Off 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC EX XXXXX III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January August 2013. The 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 January August 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013March 2012. The 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 January March 1, 20132012. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Reconstitution Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after their respective Due Dates in January 2013March 9, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Swap 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in the Mall at Millenia Pari Passu Loan REMIC or REMIC I for the benefit of REMIC II and REMIC III or the Excess Interest Grantor Trust for the benefit of the Class H Grantor TrustS Certificates. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans Loan to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related each Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related each Loan Pair Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20132012-C7C6” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H J Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013October 2012. The 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 January October 1, 20132012. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the TrusteeTrust, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). The 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 Trustee shall execute the PMI Letter Agreement and the Depositor hereby directs the Trustee to do so. 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 related 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 property accomplished hereby is absolute and is intended by 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 salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after their respective Due Dates in January 2013November 6, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Swap 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign otherwise convey in trust to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-off Date Principal Balance, all distributions with respect thereto payable interest accruing thereon on and after the Cut-Off Date, the Mortgage File off Date and all rights, if any, collections in respect of interest and principal due after the Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Cut-off Date; (ii) the Depositor’s rights under property which secured each such Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies (including the Initial Deposit, PMI Policy) in respect of the Mortgage Loans; (iv) the Depositor’s rights of the Depositor under any Intercreditor Agreement, Non-Serviced the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage LoanPurchase Agreement, (v) with respect all of the Depositor’s right, title and interest in any Subsequent Mortgage Loan and any rights conveyed by the Depositor to the EC Trust Certificates, each of the EC Trust REMIC III Regular InterestsTrustee under any related Subsequent Transfer Instrument, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund, (vii) payments made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account and (viii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Depositor or receivable on or the Servicer after the Cut-off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a saleLoans. In connection with the initial sale of the Certificates by such transfer and assignment, the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreementdoes hereby deliver to, and deposit with the Trustee, by or its designated agent (the execution and delivery of this Agreement“Custodian”), hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Initial Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee assigned and the right to service such Mortgage Loans are subject to the terms Originator, on behalf of the related Intercreditor AgreementsDepositor shall, 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof2.08, deliver or caused to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the applicable following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan documents so transferred and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) each Mortgage Loan (other than the Mortgage Loans right to receive any Retained Interest or any Prepayment Penalty Amounts) identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, the Mortgage File title and all rights, if any, of the Depositor interest in the Distribution Account, all REO Accounts, and to the Collection Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted all amounts from time to be assigned time credited to and to the Trustee pursuant proceeds of the Collection Account, the Distribution Account and all amounts from time to Section 14 thereof, time credited to and the proceeds of the Distribution Account; (iii) the Initial Deposit, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each of Depositor’s security interest in the EC Trust REMIC III Regular Interests, Additional Collateral; (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount all proceeds of interest, equal to $162,050.00 in any of the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), foregoing; and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received due to the Depositor or receivable on or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. The 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 Concurrently 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement andor any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to each Serviced Pari Passu any Additional Collateral Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer Depositor does hereby transfer, assign, set-over and assignment of any A Notes and Serviced Pari Passu Mortgage Loans 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 Additional Collateral Mortgage Loan, (ii) its security interest in and the to any Additional Collateral and (iii) its right to service such receive payments in respect of any Additional Collateral Mortgage Loans are subject Loan pursuant to the terms related Servicing Agreement. For purposes of complying with the requirements of 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 Asset-Backed Securities Facilitation Act of the related Intercreditor Agreements State of Delaware, 6 Del. C. § 2701A, et seq. (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereofthe “Securitization Act”), each of the applicable Mortgage Loan documents and Section 8.30 hereof).parties hereto hereby agrees that:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Class AF-1 Cap Agreement and the Depositor hereby directs the Supplemental Interest Trust 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the related Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013October 2011. The 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 January October 1, 20132011. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)Agreements.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 Trustee shall execute the Cap Agreement, the Swap Agreement, PMI Letter Agreement and the MGIC Letter Agreement and the Depositor hereby directs the Trustee to do so. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the TrusteeTrust, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013. The transfer respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the related rights and property accomplished hereby is absolute and is intended by Class R-1 Interest shall collectively be a separate series of beneficial interests in the parties to constitute a sale. In connection with the initial sale assets of the Certificates by Trust consisting of the Depositor, Trust Fund assets included in the purchase price definition of REMIC 1 pursuant to be paid includes a portion attributable to interest accruing on Section 3806(b)(2) of the Certificates from and after January 1, 2013Statutory Trust Statute. The transfer and assignment of any Non-Serviced Mortgage Loans Depositor herewith delivers to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions an executed copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Purchase Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementPMI 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, by as described herein. The Supplemental Interest Trust Trustee is hereby directed to execute and deliver the execution Swap Agreement on behalf of Party B (as defined therein) and delivery to exercise the rights, perform the obligations, and make the representations of this AgreementParty B thereunder, hereby agrees that such Mortgage Loans remain subject to the terms solely in its capacity as Supplemental Interest Trust Trustee on behalf of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan Party B (as defined therein) and Serviced Companion Loannot in its individual capacity. The Seller, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to Servicer, the Trustee Depositor and the right to service such Mortgage Loans are subject to the terms Certificateholders (by acceptance of the related Intercreditor Agreements, their Certificates) acknowledge 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).agree that:

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, (v) with respect to the EC Trust Class A-4FL Certificates, each of the EC Trust REMIC III Swap Contract, the Class A-4FL Regular Interests, Interest and funds or assets from time to time on deposit in the Floating Rate Account and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Class H P Grantor TrustTrust for the benefit of the Class P Certificates. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related Loan Pair Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment Agreement, 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 payments made to the Trustee pursuant to Section 14 thereof, (iii) Trust Administrator by the Initial Deposit, (iv) Cap Administrator under the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Cap Administration 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing DateCap Account, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. I. Such assignment includes all interest and principal received by the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The transfer Depositor herewith delivers to the Trust Administrator on behalf of the Mortgage Loans Trustee executed copies of the Assignment Agreement and the related rights PMI Policy, and property accomplished the Trustee and the Trust Administrator acknowledge receipt of the same on behalf of the Certificateholders. The Depositor hereby is absolute directs the Trust Administrator to execute, deliver and is intended perform its obligations under the Cap Contract (in its capacity as Cap Trustee). The Depositor, the Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the parties Trust Administrator shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Cap Trustee, and not in its individual capacity. Every provision of this Agreement relating to constitute a salethe conduct or affecting the liability of or affording protection to the Trust Administrator shall apply to the Trust Administrator’s execution of the Cap Contract, and the performance of its duties and satisfaction of its obligations thereunder. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and or the right to service such Custodian on its behalf, the following documents or instruments (a “Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, File”) with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Class AF-1a Cap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Class AF-1 Cap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as In consideration of the Closing DateIssuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over, deposit with and assign in trust otherwise convey to the TrusteeIssuer, without recourse, for the benefit of the Certificateholders in trust, all the right, title and interest of the Depositor in and to the Trust Estate, except that the Depositor does not assign to the Issuer any of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreements. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, inthe Seller, to and under (i) or any other Person in connection with the Mortgage Loans identified on the or any other agreement or instrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan Schedule including that does not have a first payment date on or before the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after last day of the Cut-Off Due Period immediately preceding the first Payment Date, the Mortgage File and all rightsDepositor shall, 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 thereofextent required, (iii) deposit into the Initial Deposit, (iv) Payment Account on or before 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 Payment Account Deposit Date relating to the EC Trust Certificatesfirst Payment Date, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) daymonth’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in at the aggregate, the Depositor shall provide to the Certificate Administrator related Net Rate on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account Stated Principal Balance of such Mortgage Loan on the Closing Cut Off Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and Assumption Agreement 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including Schedule, the related Mortgage Notes, Mortgages, security agreements rights of the Depositor under the Assignment and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off DateAssumption Agreement, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection Account Loan Purchase Agreements 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing DateReconstitution Agreements, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicers, the Master Servicer, the Trust Administrator or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013November 5, 2006 with respect to the Ameriquest Mortgage Loans and November 6, 2006 with respect to the Nationstar Mortgage Loans by the Seller, the Depositor, the Servicers, the Master Servicer, the Trust Administrator on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Reconstitution Agreements. In addition, on or prior to the Closing Date, the Trustee shall execute, and the Trust Administrator shall acknowledge and agree to the Swap Agreement and the Depositor hereby directs the Trustee and the Trust Administrator 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodians a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20132014-C7C15” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC XX XXXXX III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013April 2014. The 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 January April 1, 20132014. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon (to the extent not retained by the Servicer in accordance with the provisions of this Agreement), received after their respective Due Dates in January 2013November 26, 2004 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Agreements 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after July 1, 2002 (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. The Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trust Administrator for the benefit of the Trustee and the Certificateholders. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on Depositor does hereby deliver to, and deposit with, (i) the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to Trust Administrator as custodian for the Trustee and (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan (other than a Washington Mutual Loan) and Serviced Companion Loan, (ii) the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of the related Intercreditor Agreements, and Washington Mutual Custodian as custodian for 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 (following documents or instruments with respect to each Washington Mutual Mortgage Loan, in each case, so transferred and assigned (with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date) including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013March 28, 2005, by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Agreements 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Initial 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and each Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Initial Mortage Loans (other than payments of principal and interest due on such Initial Mortgage Loans and due after their respective Due Dates in January 2013on or before the Initial Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of each 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 Initial Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date or any Subsequent Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date following the related Subsequent Transfer Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the applicable 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 Initial Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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 Initial Mortage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to Custodian, the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Initial Mortgage Loan so transferred and Serviced Companion Loan, assigned the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 (following documents or instruments with respect to a Joint each Subsequent Mortgage Loan treated as (each, a Loan Pair in accordance with Section 8.30 hereof, the applicable "Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013November 17, 2004 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Agreements 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. In addition, on or prior to the Closing Date, the Depositor shall cause FSA to deliver the Class A1 Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Original Mortgage Loans that are Initial 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and each Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Initial Mortgage Loans on or before the Initial Cut-off Date). The transfer Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a saleeach Reconstitution Agreement. In connection with addition, on or prior to the initial sale of the Certificates by the DepositorClosing Date, the purchase price Depositor shall cause MGIC to be paid includes a portion attributable to interest accruing on deliver the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans MGIC Policy to the Trustee and the right Trustee to service execute the Cap Agreement. With respect to any Initial Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date or any Subsequent Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date following the related Subsequent Transfer Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the applicable 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 Original Mortgage Loans are subject and the other property specified in this Section 2.01 from the Depositor to the terms 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 conditions obligations of 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, hereby agrees that such Mortgage Loans remain subject parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the related Non-Serviced 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 Original Mortgage Loan Intercreditor Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement andshall 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 or the Custodian, the following documents or instruments with respect to each Serviced Pari Passu Original Mortgage Loan so transferred and Serviced Companion Loan, assigned the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 (following documents or instruments with respect to a Joint each Subsequent Mortgage Loan treated as (each, a Loan Pair in accordance with Section 8.30 hereof, the applicable "Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Original 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and each Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable any Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of each Reconstitution Agreement. If the assignment and transfer of the Original Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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 Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or its custodian, the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Original Mortgage Loan so transferred and Serviced Companion Loan, assigned the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 (following documents or instruments with respect to a Joint each Subsequent Mortgage Loan treated as (each, a Loan Pair in accordance with Section 8.30 hereof, the applicable "Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders and the Class A2-B Certificate Insurer all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the The Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, all distributions concurrently 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such sells, transfers and assigns to the Grantor Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans remain subject identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the related Non-Serviced Payment Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicer in the Protected Account and the Securities Administrator in the Payment Account, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Intercreditor Purchase Agreement andto the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreement and the Xxxxx Fargo Servicing Agreement and (viii) any proceeds of the foregoing (collectively, the “Grantor Trust Estate”). Although it is the intent of the Depositor and the Grantor Trustee that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Grantor Trust Estate to the Grantor Trustee pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be deemed to have granted to the Grantor Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Grantor Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements, as are necessary to perfect and protect the Grantor Trustee’s interests in each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)proceeds thereof.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each of Depositor’s security interest in the EC Trust REMIC III Regular Interests, Additional Collateral; (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount all proceeds of interest, equal to $162,050.00 in any of the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), foregoing; and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust 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 received due to the Depositor or receivable on or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Securities Administrator. The transfer Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Mortgage Loans Trust, and deliver the related rights Yield Maintenance Agreement. It is agreed 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 understood by the Depositor, the purchase price to Seller and the Trustee that it is not intended that any Mortgage Loan be paid includes included in the Trust Fund that is a portion attributable to interest accruing on “High-Cost Home Loan” as defined in the Certificates from and after 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, 20132004, 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. The transfer Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of any Non-Serviced the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and the right to service such Mortgage Loans are subject to the terms and conditions exclusive owner of the related Non-Serviced Servicing Rights with respect to the SRO Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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 and the Assignment Agreements (as defined in the Mortgage Loan Purchase Agreement), each 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 and Assignment 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement andor any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to each Serviced Pari Passu any Additional Collateral Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer Depositor does hereby transfer, assign, set-over and assignment of any A Notes and Serviced Pari Passu Mortgage Loans otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements or pledge agreements relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and the to any Additional Collateral and (iii) its right to service such receive payments in respect of any Additional Collateral Mortgage Loans are subject Loan pursuant to the terms related Servicing Agreement. In connection with such transfer and assignment, the Seller, on behalf of the related Intercreditor AgreementsDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, by or the execution and delivery of this AgreementCustodian as its designated agent, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (following documents or instruments with respect to a Joint each Mortgage Loan treated as (a Loan Pair in accordance with Section 8.30 hereof, the applicable “Mortgage Loan documents File”) so transferred and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Reconstitution Agreements. In addition, on or prior to the Closing Date, the Trustee shall execute the Yield Maintenance Agreements 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. In addition, on or prior to the Closing Date, the Depositor shall cause FSA to deliver the Class A1 Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20132014-C7C15” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Exchangeable Certificates, each of the EC Trust REMIC EX XXXXX III Regular Interests, Interests and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013April 2014. The 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 January April 1, 20132014. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s '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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing DateSection 17 thereof), and (vii) all other assets included or to be included in REMIC I 0A or the Class H Grantor Trust. REMIC 0B. Such assignment includes all interest and principal received by the Depositor or receivable the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date with respect to the Mortgage Loans). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on Depositor does hereby deliver to, and deposit with, the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to Trust Administrator as custodian for the Trustee and (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Closing Date Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee assigned and the right to service such Mortgage Loans are subject to the terms of the related Intercreditor AgreementsDepositor, and the Trusteeshall, 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof2.07, deliver or cause to be delivered to the Trust Administrator with respect to each Subsequent Mortgage Loan, the applicable following documents or instruments (with respect to each Mortgage Loan documents and Section 8.30 hereof).Loan, a "Mortgage File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7C9” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide with respect to the Certificate Administrator on the Closing DateSwap Certificates, each Swap REMIC III Regular Interest, Swap Fixed Rate Account, Swap Floating Rate Account and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), Swap Agreement and (viivi) all other assets included or to be included in REMIC I or the Class H J Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January May 2013. The 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 January May 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, (v) with respect to the EC Trust Class A-2FL Certificates, each of the EC Trust REMIC III Class A-2FL Swap Contract, the Class A-2FL Regular InterestsInterest and funds or assets from time to time on deposit in the Class A-2FL Floating Rate Account, (vi) an amount equal with respect to one (1) day’s interest for each the Class A-MFL Certificates, the Class A-MFL Swap Contract, the Class A-MFL Regular Interest Reserve Loan (which amount of interest, equal and funds or assets from time to $162,050.00 time on deposit in the aggregateClass A-MFL Floating Rate Account, (vii) with respect to the Class A-JFL Certificates, the Depositor shall provide Class A-JFL Swap Contract, the Class A-JFL Regular Interest and funds or assets from time to time on deposit in the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date)Class A-JFL Floating Rate Account, and (viiviii) all other assets included or to be included in REMIC I I, the Excess Interest Grantor Trust, the Class A-2FL Grantor Trust, the Class A-MFL Grantor Trust or the Class H A-JFL Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related Loan Pair Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in the Distribution Account, all REO Accounts, the Collection Account under each Assignment and the Reserve Accounts, (ii) the Depositor’s rights under Assumption Agreement and each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iiiother than any First Payment Default Purchase Premiums) 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of each Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, Loan (v) with respect to the EC Trust Class A-4FL Certificates, each of the EC Trust REMIC III Swap Contract, the Class A-4FL Regular Interests, (vi) an amount equal Interest and funds or assets from time to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 time on deposit in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date)Floating Rate Account, and (viivi) all other assets included or to be included in REMIC I I, the Class DP REMIC, the Class ST REMIC or the Class H Excess Interest Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related Loan Pair Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans the 633 17th Street B Note to the Trustee and the right to service such Mortgage Loans are 000 00xx Xxxxxx B Note is subject to the terms and conditions of thx XXXX 0000-X0 Xxoling and Servicing Agreement and the related Intercreditor AgreementsAgreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees, agrees that such Mortgage Loans remain 633 17th Street B Note remains subject to the terms of the related Intercreditor Agreements (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)Xxxxxxxxxxxxx Xxxeement.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each all proceeds of any of the EC Trust REMIC III Regular Interests, foregoing; and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received due to the Depositor or receivable on or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans Loans. In exchange for such transfer and due after their respective Due Dates in January 2013assignment, the Depositor shall receive the Certificates. The On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties Seller to constitute a salethe Depositor pursuant to the Mortgage Loans Purchase Agreement. In connection 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 initial sale Securities Administrator and on the Closing Date, the Seller shall transfer the Class Y Certificate to the Securities Administrator as inducement to enter into the Yield Maintenance Agreements. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Certificates by Trust, and deliver the DepositorYield Maintenance Agreements. Notwithstanding anything provided herein to the contrary, each of the purchase price parties hereto agrees and acknowledges that the Servicing Rights Owner is the owner of the Servicing Rights with respect to be paid includes a portion attributable to interest accruing on the Certificates from Mortgage Loans, and after January 1that, 2013. The transfer notwithstanding the transfer, conveyance and assignment of any Non-Serviced the Mortgage Loans from the Depositor to the Trustee and the right pursuant to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms Servicing Rights Owner remains the sole and exclusive owner of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, Servicing Rights with respect to each Serviced Pari Passu the Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)Loans.

Conveyance of Mortgage Loans. (a) Effective as Possession of the Mortgage ---------------------------------------------------- Files; Maintenance of Servicing Files. -------------------------------------- The Company, on each Closing Date, the Depositor Date does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” sell, transfer, assign, set over and assign in trust convey to the TrusteePurchaser, without recourse, for but subject to the benefit terms of the Certificateholders this Agreement, all the right, title and interest of the Depositor, in, Company in and to and under (i) the Mortgage Loans identified on in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company has delivered the Mortgage Loan Schedule including Documents for each Mortgage Loan in the Mortgage Loan Package to the Custodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company 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 Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage NotesLoan, Mortgages, security agreements and title, hazard such retention and other insurance policies, including all Qualifying Substitute possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans, all distributions with respect thereto payable after Loans the Cut-Off Dateownership of each Mortgage Note, the related Mortgage and the related Mortgage File and all rights, if any, of the Depositor Servicing File shall vest immediately in the Distribution AccountPurchaser, 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 ownership of all records and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) documents with respect to the EC Trust Certificates, each related Mortgage Loan prepared by or which come into the possession of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 Company shall vest immediately in the aggregatePurchaser and shall be retained and maintained by the Company, in trust, at the Depositor will of the Purchaser and only in such custodial capacity. Each Servicing File shall provide be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Certificate Administrator on Purchaser. The Company shall release its custody of the Closing Datecontents of any Servicing File only in accordance with written instructions from the Purchaser, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect unless such release is required as incidental to the Mortgage Loans and due after their respective Due Dates in January 2013. The transfer Company's servicing of the Mortgage Loans and the related rights and property accomplished hereby or is absolute and is intended by the parties to constitute a sale. In 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 January 1, 2013. The transfer and assignment repurchase of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreementpursuant to Section 3.03, and the Trustee3.06, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)6.02.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after January 20131, 2003 (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-Off Date (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders and the Class I-A4 Insurer all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 Trustee shall execute the Cap Agreements and the Swap Agreement and the Depositor hereby directs the Trustee to do so. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s '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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing DateSection 17 thereof), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 Trustee shall execute the Cap Agreements and the Swap Agreement and the Depositor hereby directs the Trustee to do so. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date) including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013February 21, 2005, by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013October 1, 2005 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In addition, the Depositor hereby directs the Securities Administrator, on behalf of the Trustee, to execute, deliver and perform its obligations under the Interest Rate Cap Agreement and the Yield Maintenance Agreement and thereafter, on behalf of the Holders of the LIBOR Certificates. On or prior to the Closing Date, the Securities Administrator shall execute the Interest Rate Cap Agreement and the Yield Maintenance Agreement. The Seller, the Servicer, the Depositor, the Trustee, the Loan Performance Advisor, the Master Servicer and the Holders of the LIBOR Certificates, by acceptance of their Certificates, acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and the Yield Maintenance Agreement and shall do so solely in its capacity as Securities Administrator on behalf of the Trustee of the Trust Fund and not in its individual capacity. In addition, the Securities Administrator is hereby directed to make the representations and warranties made in the Interest Rate Cap Agreement and the Yield Maintenance Agreement on behalf of the Trust to the Interest Rate Cap Agreement Counterparty and the Yield Maintenance Agreement Counterparty. 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 (plus the Master Servicing Fee Rate, Trustee Fee Rate and LPA Fee Rate) on the Cut-off Date Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with such transfer and assignment, the initial sale Depositor does hereby deliver to, and deposit with the Custodian, on behalf of the Certificates by the DepositorTrustee, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The 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 applicable 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned the following documents or instruments (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in the Xxxxxxx Xxxx Loan REMIC or REMIC I for the benefit of REMIC II and REMIC III or the Grantor Trust for the benefit of the Class H Grantor TrustA-1, Class X-1, Class X-2 and Class O Certificates. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans Loan to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Servicing 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. I. Such assignment includes all interest and principal received by the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The transfer Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loans Loan Purchase Agreement and an executed copy of the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a saleServicing Agreement. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price Depositor does hereby deliver to, and deposit with, the Trust Administrator, the documents and instruments with respect to be paid includes a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced each Mortgage Loan Pooling so transferred and assigned which are designated the "Mortgage Loan Documents" under the Servicing Agreement and which are listed on Exhibit C-1 to the related Non-Serviced Servicing Agreement (a "Mortgage Loan Intercreditor AgreementFile"). With respect to each Mortgage Note and Assignment endorsed in blank as of the Closing Date, and within ninety (90) days of the Closing Date the Depositor shall cause such endorsements to be completed in the following form: "Pay to the order of Wachovia Bank, National Association, as Trustee, by without recourse." Notwithstanding the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement andforegoing, with respect to each Serviced Pari Passu Mortgage File, the parties hereto acknowledge that on the Closing Date, the Depositor will deliver to, and deposit with, the Trust Administrator, the Mortgage Note and will deliver the remaining contents of each Mortgage File within 60 days following the Closing Date. In instances where an original recorded Mortgage, power of attorney or any assumption, modification, consolidation or extension agreement cannot be delivered by the Depositor to the Trust Administrator within 60 days following the Closing Date, due to a delay in connection with the recording of such Mortgage, power of attorney or assumption, modification, consolidation or extension agreement, the Depositor may, in lieu of delivering such original recorded Mortgage, power of attorney or assumption, modification, consolidation or extension agreement referred to in Exhibit C-1 to the Servicing Agreement, deliver or cause to be delivered to the Trust Administrator a copy thereof, provided that the Depositor or the Originator certifies that the original Mortgage, power of attorney, assumption, modification, consolidation or extension agreement has been delivered for recordation. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Depositor may deliver or cause to be delivered, in lieu of such Mortgage or power of attorney, a copy of such Mortgage or power of attorney bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where an Assignment in recordable form cannot be delivered by the Depositor to the Trust Administrator within 60 days following the Closing Date, due to a delay in connection with the recording of the Mortgage, the Depositor may, in lieu of delivering the completed Assignment in recordable form referred to in clause (e) of Exhibit C-1 to the Servicing Agreement to the Trust Administrator, deliver or cause to be delivered such Assignment to the Trust Administrator completed except for recording information. In all such instances, the Depositor will deliver or cause to be delivered the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Trust Administrator promptly upon receipt of such Mortgage or power of attorney. The Trustee shall enforce the obligations of the Originator under the Servicing Agreement to cause all Assignments referred to in clause (e) of Exhibit C-1 to the Servicing Agreement and, to the extent necessary, in clause (e) of Exhibit C-1 to the Servicing Agreement to be recorded. In the event that the Trustee has actual knowledge or has received written notice that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall cause the Originator to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Master Servicer or the Trust Administrator has actual knowledge or has received written notice that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer or the Trust Administrator, as the case may be, shall give prompt written notice thereof to the Trustee. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loans located in Florida and Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Trustee shall enforce the obligation of the Originator under the Servicing Agreement to submit each Assignment for recording, at the Originator's expense, upon the Trustee's gaining actual knowledge or written notice of the earliest to occur of: (i) direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of an event of default under the Servicing Agreement, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer under the Servicing Agreement, (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage and (vi) on or after the 90th day on which the payment for such Mortgage Loan was due and Serviced Companion Loanpayable and not received. Notwithstanding the foregoing, if the related Intercreditor Agreement. The transfer and assignment Originator fails to pay the cost of any A Notes and Serviced Pari Passu Mortgage Loans to recording the Assignments, such expense will be paid by the Trustee and the right Trustee shall be reimbursed for such expenses as Extraordinary Trust Fund Expenses. If the Master Servicer or the Trust Administrator has actual knowledge or has received written notice that any of the events described in clauses (i) through (vi) above shall have occurred, the Master Servicer or the Trust Administrator, as the case may be, shall give prompt written notice thereof to service such the Trustee. The Depositor shall deliver or cause to be delivered to the Trust Administrator promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan. All original documents relating to the Mortgage Loans that are subject not delivered to the Trust Administrator are and shall be held by or on behalf of the Mortgage Loan Seller, the Servicer, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the related Intercreditor Agreements, and the Trustee, Trust Administrator. Any such original document delivered to or held by the execution and delivery of this Agreement, hereby agrees, Depositor that such Mortgage Loans remain subject is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the related Intercreditor Agreements (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)Servicer.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The 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 Agreements 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each all proceeds of any of the EC Trust REMIC III Regular Interests, foregoing; and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received or receivable on or due to the Depositor after the Cut-Off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Trustee. The transfer Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementTrust, and deliver the Trustee, by Yield Maintenance Agreement. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the terms Seller, on behalf of the related Non-Serviced Mortgage Loan Intercreditor Agreement andDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan (a “Mortgage File”) so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7C8” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, all distributions with respect thereto payable after the Cut-Off 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one two (12) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 263,789.89 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. I. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January February 2013. The 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 January February 1, 20132014. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or 1, and the Class H Grantor Trustrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). 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 related rights and other property accomplished hereby is absolute and is intended by specified in Section 2.01 from 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans 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 the right to service such Mortgage Loans are subject to the terms and conditions obligations of 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, hereby agrees that such Mortgage Loans remain subject parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect Depositor shall be deemed to each Serviced Pari Passu Mortgage Loan have granted and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans 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 right Depositor in and to service such the Mortgage Loans are subject and all other property conveyed to the terms of the related Intercreditor Agreements, Trust Fund pursuant to this Section 2.01 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).all proceeds thereof and

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Original 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s '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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing DateSection 17 thereof), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received by the Depositor or receivable the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Original Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Original Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a "Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each of Depositor’s security interest in the EC Trust REMIC III Regular Interests, Additional Collateral; (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount all proceeds of interest, equal to $162,050.00 in any of the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), foregoing; and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund; provided that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal received due to the Depositor or receivable on or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Securities Administrator. The transfer 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 Agreement. 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 and from 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the right to service such Mortgage Loans are subject Servicing Rights with respect to the terms and conditions of the related Non-Serviced SRO Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement andor any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to each Serviced Pari Passu any Additional Collateral Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer Depositor does hereby transfer, assign, set-over and assignment of any A Notes and Serviced Pari Passu Mortgage Loans otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements or pledge agreements relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and the to any Additional Collateral and (iii) its right to service such receive payments in respect of any Additional Collateral Mortgage Loans are subject Loan pursuant to the terms related Servicing Agreement. In connection with such transfer and assignment, the Seller, on behalf of the related Intercreditor AgreementsDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, by or the execution and delivery of this AgreementCustodian as its designated agent, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (following documents or instruments with respect to a Joint each Mortgage Loan treated as (a Loan Pair in accordance with Section 8.30 hereof, the applicable “Mortgage Loan documents File”) so transferred and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each all proceeds of any of the EC Trust REMIC III Regular Interests, foregoing; and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received or receivable on or due to the Depositor after the Cut-Off Date with respect to the Mortgage Loans Loans. In exchange for such transfer and due after their respective Due Dates in January 2013assignment, the Depositor shall receive the Certificates. The On the Closing Date, the Depositor shall transfer the Class Y Certificates to the Seller as partial consideration for the sale of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties Seller to constitute a salethe Depositor pursuant to the Mortgage Loan Purchase Agreement. In connection addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the initial sale of Trustee, and on the Certificates by the DepositorClosing Date, the purchase price to be paid includes a portion attributable to interest accruing on Seller shall transfer the Class Y Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as inducement to enter into the right Yield Maintenance Agreement. The Depositor hereby directs the Trustee to service such Mortgage Loans are subject to the terms and conditions execute, not in its individual capacity, but solely as Trustee on behalf of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementTrust, and deliver the Trustee, by Yield Maintenance Agreement. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the terms Seller, on behalf of the related Non-Serviced Mortgage Loan Intercreditor Agreement andDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan (a “Mortgage File”) so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Original 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing DateSection 18 thereof), and (vii) all other assets included or to be included in REMIC I 1A or the Class H Grantor Trust. REMIC 1B. Such assignment includes all interest and principal received by the Depositor or receivable the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Original Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Original Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a "Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I 1A or the Class H Grantor Trust. REMIC 1B. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after May 1, 2002 (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on Depositor does hereby deliver to, and deposit with, the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to Trust Administrator as custodian for the Trustee and (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Initial Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-off Date Principal Balance, all distributions with respect thereto payable interest due thereon after the Initial Cut-Off Date, the Mortgage File off Date and all rightscollections in respect of interest and principal due after the Initial Cut-off Date; (ii) all the Depositor’s right, if any, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds 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 any real property that secured each such Initial Deposit, Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each all proceeds of any of the EC Trust REMIC III Regular Interests, foregoing; (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 any such amounts as may be deposited into and held by the Securities Administrator in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, Prefunding Account and the Certificate Administrator shall deposit into the Capitalized Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust 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 received due to the Depositor or receivable on or the Master Servicer after the Initial Cut-off Date with respect to the Initial Mortgage Loans Loans. In exchange for such transfer and due after their respective Due Dates in January 2013assignment, 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 transfer 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 Mortgage Loans 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 related rights and property accomplished Yield Maintenance Agreement. The Depositor hereby is absolute and is intended by directs the parties Securities Administrator to constitute a sale. In connection with the initial sale execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Certificates Trust Fund, the Yield Maintenance Allocation Agreement and perform its duties and obligations thereunder. It is agreed and understood by the Depositor, the purchase price to Seller and the Trustee that it is not intended that any Mortgage Loan be paid includes included in the Trust Fund that is a portion attributable to interest accruing on “High-Cost Home Loan” as defined in the Certificates from and after 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, 20132004, 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. The transfer Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of any Non-Serviced the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, GCFP remains the sole and the right to service such Mortgage Loans are subject to the terms and conditions exclusive owner of the related Non-Serviced Servicing Rights with respect to the SRO Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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 the Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject to or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, the terms Seller, on behalf of the related Non-Serviced Mortgage Loan Intercreditor Agreement andDepositor, 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 Serviced Pari Passu Mortgage Loan (a “Mortgage File”) so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 AccountsSchedule, (ii) the Depositor’s 's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, the section thereof under the heading of "Benefit of Mortgage Loan Purchase Agreement," (iii) the Initial DepositDepositor's rights under each Co-Lender Agreement and each Other Pooling and Servicing Agreement, (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 EC Trust each Class of Floating Rate Certificates, each of the EC Trust REMIC III related Swap Transaction, the related Floating Rate Regular Interests, (vi) an amount equal Interest and funds or assets from time to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 time on deposit in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date)related Floating Rate Account, and (viiv) all other assets included or to be included in REMIC I or for the Class H Grantor Trustbenefit of REMIC II and REMIC III. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Senior Mortgage Loan and each Serviced Companion Loan, the Loan remains subject to its related Intercreditor Co-Lender Agreement. The transfer and assignment of any A Notes and a Non-Trust Serviced Pari Passu Mortgage Loans Loan to the Trustee and the right to service such Mortgage Loans are Loan is subject to the terms and conditions of the related Intercreditor Agreements, Other Pooling and Servicing Agreement and the Trustee, by the execution and delivery of this Co-Lender Agreement, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, 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 Certificate Account, the Reserve Account and the Interest Reserve AccountsAccount, (ii) the Depositor’s '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 '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, Loan and (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in the Kimball Lane Loan REMIC or REMIC I or for the benefit of REMIC II and XXXXX XXX xx the Grantor Trust for the benefit of the Class H Grantor TrustA-1, Class X-1, Class X-2 and Class O Certificates. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013the Cut-Off Date. The 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 January 1, 2013the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans Loan to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as In consideration of the Closing DateIssuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over, deposit with and assign in trust otherwise convey to the TrusteeIssuer, without recourse, for the benefit of the Certificateholders in trust, all the right, title and interest of the Depositor in and to the Trust Estate, except that the Depositor does not assign to the Issuer any of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and [SFM] or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. [The Issuer is hereby authorized to enter into the Yield Maintenance Agreement.] Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, inthe Seller, to and under (i) or any other Person in connection with the Mortgage Loans identified on the or any other agreement or instrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan Schedule including that does not have a first payment date on or before the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after last day of the Cut-Off Due Period immediately preceding the first Payment Date, the Mortgage File and all rightsDepositor shall, 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 thereofextent required, (iii) deposit into the Initial Deposit, (iv) Payment Account on or before 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 Payment Account Deposit Date relating to the EC Trust Certificatesfirst Payment Date, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) daymonth’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in at the aggregate, the Depositor shall provide to the Certificate Administrator related Net Rate on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account Stated Principal Balance of such Mortgage Loan on the Closing Cut Off Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each all proceeds of any of the EC Trust REMIC III Regular Interests, foregoing; and (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received or receivable on or due to the Depositor after the Cut-Off Date with respect to the Mortgage Loans Loans. In exchange for such transfer and due after their respective Due Dates in January 2013assignment, the Depositor shall receive the Certificates. The On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties Seller to constitute a salethe Depositor pursuant to the Mortgage Loans Purchase Agreement. In connection 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 initial sale of Trustee and on the Certificates by the DepositorClosing Date, the purchase price to be paid includes a portion attributable to interest accruing on Seller shall transfer the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans Class Y Certificate to the Trustee and as inducement to enter into the right Yield Maintenance Agreements. The Depositor hereby directs the Trustee to service such Mortgage Loans are subject to the terms and conditions execute, not in its individual capacity, but solely as Trustee on behalf of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementTrust, and deliver the Trustee, by Yield Maintenance Agreements. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the terms Seller, on behalf of the related Non-Serviced Mortgage Loan Intercreditor Agreement andDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan (a “Mortgage File”) so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after March 1, 2003 (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign otherwise convey in trust to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-off Date Principal Balance, all distributions with respect thereto payable interest accruing thereon on and after the Cut-Off Date, the Mortgage File off Date and all rights, if any, collections in respect of interest and principal due after the Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Cut-off Date; (ii) the Depositor’s rights under property which secured each such Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies (including the Initial Deposit, PMI Policy) in respect of the Mortgage Loans; (iv) the Depositor’s rights of the Depositor under any Intercreditor the Master Agreement (as assigned to the Depositor pursuant to the terms of the Assignment 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 the right to receive any amounts payable under the EC Trust Certificates, each of the EC Trust REMIC III Regular InterestsCap Contract, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Depositor or receivable on or the Servicer after the Cut-off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. The transfer Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Floating Rate Certificates. The Depositor, the 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 the event that the Trustee receives a termination payment under the Cap Contract, the Trustee shall deposit such termination payment into a separate account (the “Cap Termination Reserve Account”) and shall, on each Distribution Date following receipt of such termination payment (other than a Distribution Date described in the following sentence), withdraw from such account the Monthly Cap Termination Payment and distribute it in accordance with Section 4.01(d) of this Agreement. If a termination payment under the Cap Contract has been received, on (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of the Mortgage Loans as described in Section 10.01 or (iv) the Distribution Date in August 2035, the Trustee shall withdraw all amounts remaining in the Cap Termination Reserve Account and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a saledistribute such amounts, if any, in accordance with Section 4.01 of this Agreement. In connection with the initial sale of the Certificates by such transfer and assignment, the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreementdoes hereby deliver to, and deposit with the Custodian on behalf of the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s 's rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement Section 17 thereof) and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after May 1, 2003 (other than the portion of such collections due on or prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint "Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account Assignment and the Reserve Accounts, (ii) the Depositor’s rights under Assumption Agreement and each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iiiother than any First Payment Default Purchase Premiums or Early Prepayment Premiums) 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of each Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Securities Administrator 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 Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes Depositor does hereby deliver to, and deposit with the Custodian a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013March 30, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Swap 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO AccountsAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after their respective Due Dates in January 2013July 19, 2005 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Agreements 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Original 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under 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) other than the Depositor’s '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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing DateSection 17 thereof), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received by the Depositor or receivable the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trust Administrator, on behalf of the Trustee, an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Original Mortgage Loans and the related other property specified in 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 property accomplished hereby is absolute and is intended by 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 Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on Depositor does hereby deliver to, and deposit with, the Certificates from and after January 1Trust Administrator, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to as custodian for the Trustee and (in which capacity the right to service such Mortgage Loans are subject to Trust Administrator will, unless otherwise specified, be acting under this Article II), the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Original Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a "Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File"):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the each Mortgage Loans Loan identified on the Mortgage Loan Schedule Schedule, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage LoansCut-Off Date Principal Balance, all distributions with interest due thereon after the Cut-Off Date and all collections in respect thereto payable of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Mortgage File Distribution Account and all rights, if any, amounts from time to time credited to and the proceeds 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, 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 rights under interest in any Intercreditor Agreement, Non-Serviced insurance policies in respect of the Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, Loans; (v) with respect to the EC Trust Certificates, each of Depositor’s security interest in the EC Trust REMIC III Regular Interests, Additional Collateral; (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount all proceeds of interest, equal to $162,050.00 in any of the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), foregoing; and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund; provided that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal received due to the Depositor or receivable on or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans and due after their respective Due Dates in January 2013Loans. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Securities Administrator. The transfer 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 Agreement. 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 and from 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and the right to service such Mortgage Loans are subject to the terms and conditions exclusive owner of the related Non-Serviced Servicing Rights with respect to the SRO Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby agrees that 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, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement andor any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to each Serviced Pari Passu any Additional Collateral Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer Depositor does hereby transfer, assign, set-over and assignment of any A Notes and Serviced Pari Passu Mortgage Loans otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements or pledge agreements relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and the to any Additional Collateral and (iii) its right to service such receive payments in respect of any Additional Collateral Mortgage Loans are subject Loan pursuant to the terms related Servicing Agreement. In connection with such transfer and assignment, the Seller, on behalf of the related Intercreditor AgreementsDepositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, by or the execution and delivery of this AgreementCustodian as its designated agent, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (following documents or instruments with respect to a Joint each Mortgage Loan treated as (a Loan Pair in accordance with Section 8.30 hereof, the applicable “Mortgage Loan documents File”) so transferred and Section 8.30 hereof).assigned:

Conveyance of Mortgage Loans. (a) Effective as The Mortgage Loan Seller, concurrently with the execution and delivery hereof, and at the direction and on behalf of the Closing DateSponsor, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” assign, transfer, sell and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Mortgage Loan Seller in, to and 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, 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. I. Such assignment includes (i) the Mortgage Loans as from time to time are subject to this Agreement and all interest payments under and principal proceeds of such Mortgage Loans received or receivable after the Cut-off Date (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-off Date), together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loans Loan Seller and due after their respective Due Dates the Additional Warranting Party; (ii) any REO Property acquired in January 2013respect of a Mortgage Loan; and (iii) such funds or assets as from time to time are deposited in the Distribution Account, the Certificate Account and the REO Account (if established). The transfer It is intended that the conveyance of the Mortgage Loans and the related rights and property accomplished hereby by the Mortgage Loan Seller to the Trustee, at the direction of the Sponsor, as provided in this Section be, and be construed as, a sale of the Mortgage Loans by the Mortgage Loan Seller, at the direction of the Sponsor, to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller or the Sponsor to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller or the Sponsor. However, in the event that the Mortgage Loans are held to be property of the Mortgage Loan Seller or the Sponsor, or if for any reason this Agreement is absolute and held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be a grant by the parties Mortgage Loan Seller and the Sponsor to the Trustee, for the benefit of the Certificateholders, of a security interest in all of their respective right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (2) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (3) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account, the Distribution Account or the REO Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" or possession by a salepurchaser or a Person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Sponsor, the Mortgage Loan Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Sponsor's direction, the Trustee shall execute and deliver, and the Master Servicer shall (at its expense) file, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect and maintain the Trustee's security interest in or lien on the Trust Fund, including without limitation (A) continuation statements and (B) such other statements as may be occasioned by any transfer of any interest of the Trustee, the Master Servicer, the Special Servicer or the Sponsor in the Trust Fund. In connection with herewith, the initial sale Trustee shall have all of the Certificates by rights and remedies of a secured party and creditor under the Depositor, Uniform Commercial Code as in force in the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related 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 transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)relevant jurisdiction.

Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, the The Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and 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, all distributions concurrently 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in January 2013. The 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 January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such sells, transfers and assigns to the Grantor Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans remain subject identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the related Non-Serviced Payment Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicer in the Protected Account and the Securities Administrator in the Payment Account, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Intercreditor Purchase Agreement andto the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreement and the Wxxxx Fargo Servicing Agreement and (viii) any proceeds of the foregoing (collectively, the “Grantor Trust Estate”). Although it is the intent of the Depositor and the Grantor Trustee that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Grantor Trust Estate to the Grantor Trustee pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be deemed to have granted to the Grantor Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Grantor Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements, as are necessary to perfect and protect the Grantor Trustee’s interests in each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof)proceeds thereof.

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7” transfer, assign, set over and assign in trust otherwise convey to the TrusteeTrust, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, Mortgage Loan Purchase Agreement (ii) other than the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 17 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor Trust1. Such assignment includes all interest and principal received or receivable scheduled payments on or with respect to the Mortgage Loans and due after their respective Due Dates the Cut-off Date and all unscheduled collections in January 2013respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date). The 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 related 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 property accomplished hereby is absolute and is intended by 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 salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1deposit with, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the right to service such Mortgage Loans are subject to the terms and conditions of 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, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 assigned (or with respect to each Mortgage Loan, a Joint “Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective The Depositor, as of the Closing Datedate of this Agreement, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank the Trust, and, concurrently with the delivery of America Xxxxxxx Xxxxx Trust 2013-C7” this Agreement, does hereby transfer, assign, set over and assign in trust otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including Schedule, the related Mortgage Notes, Mortgages, security agreements rights of the Depositor under the Assignment and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off DateAssumption Agreement, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection Account Loan Purchase Agreements 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 Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor, the Servicer or receivable the Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after their respective Due Dates in January 2013May 25, 2007 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The 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 Swap 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 related 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 property accomplished hereby is absolute and is intended by 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, for the benefit of the Certificateholders, 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 Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, as applicable, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related NonSchedule in an electronic, machine-Serviced Mortgage Loan Intercreditor Agreementreadable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):

Conveyance of Mortgage Loans. (a) Effective as of The Depositor, concurrently with the Closing Dateexecution and delivery hereof, the Depositor does hereby establish a trust designated as “Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx the Trust 2013-C7” and assign in trust transfer, assign, set over and otherwise convey to the Trustee, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, inincluding any security interest therein for the benefit of the Depositor, in and to and 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, all distributions with respect thereto payable after the Cut-Off DateSchedule, the Mortgage File and all rights, if any, rights of the Depositor in under the Distribution AccountAssignment and Assumption Agreement, 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 and the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Reconstitution 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 EC Trust Certificates, each of the EC Trust REMIC III Regular Interests, (vi) an amount equal to one (1) day’s interest for each Interest Reserve Loan (which amount of interest, equal to $162,050.00 in the aggregate, the Depositor shall provide to the Certificate Administrator on the Closing Date, and the Certificate Administrator shall deposit into the Interest Reserve Account on the Closing Date), and (vii) all other assets included or to be included in REMIC I or the Class H Grantor TrustTrust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or receivable the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due after their respective Due Dates in January 2013on such Mortgage Loans on or before the Cut-off Date). The 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 applicable 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 related 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 property accomplished hereby is absolute and is intended by 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 Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a salesecurity agreement under applicable law. In connection with the initial sale of the Certificates by the Depositorsuch transfer and assignment, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from Depositor does hereby deliver to, and after January 1, 2013. The transfer and assignment of any Non-Serviced Mortgage Loans to deposit with the Trustee and or the right to service such Mortgage Loans are subject to the terms and conditions Custodian, if any, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor AgreementSchedule in an electronic, machine readable medium, 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 Non-Serviced Mortgage Loan Intercreditor Agreement and, following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and Serviced Companion Loanassigned the following documents or instruments (each, the related Intercreditor Agreement. The transfer and assignment of any A Notes and Serviced Pari Passu a “Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of 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 with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).File”):