Common use of DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES Clause in Contracts

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”)Properties; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: Fund. Such conveyance includes, without limitation, (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the AcknowledgementsAcknowledgement, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements Agreement and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”)Properties; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements Acknowledgement and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Master Servicer Collection Account, the Master Servicer Collection Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties Properties; and (vii) all proceeds of the foregoing (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements Acknowledgements, and that the Master Servicer is executing and delivering the Acknowledgements, solely in its capacity as Trustee or Master Servicer, as applicable, and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”)Properties; and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Master Servicer Collection Account, the Master Servicer Collection Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that each of the Master Servicer and the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee Master Servicer or Trustee, as applicable, and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements Agreement and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements Agreement and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s 's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s 's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements proceeds of any such Escrow Account, any Basis Risk Reserve Fund established pursuant to Section 5.08 and all amounts from time to time credited to and the proceeds of any such Basis Risk Reserve Fund, any Collateralization Account established pursuant to Section 4.07 and all amounts from time to time credited to and the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all proceeds of the Depositor’s rightany such Collateralization Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial this Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of Lehman Capitax xxxxr the Servicing Agreements and the Transfer Agreements to the extent assigned thereunder, and deposit withdelegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, or cause and shall be entitled to be delivered to and deposited withexercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Custodian acting on the Trustee’s behalf, the Trustee Mortgage FilesDepositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (in the case of Scheduled Payments) and on and after the Cut-off Date (in the case of all other amounts in respect of principal) (other than Scheduled Payments payments of principal and interest due on or before such respective date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or Account, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements proceeds of any such Escrow Account, any Basis Risk Reserve Fund established pursuant to Section 5.07 and all amounts from time to time credited to and the proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Basis Risk Reserve Fund, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyProperties, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial this Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements to the extent assigned under the Mortgage Loan Sale and Assignment Agreement. The Trustee hereby accepts such assignment, and deposit withshall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale and Assignment Agreement as if, or cause to be delivered to for such purpose, it were the Depositor. Both the Depositor and deposited with, the Custodian acting on Seller acknowledge the Trustee’s behalf, the Trustee Mortgage Files's entitlement to exercise such rights under such agreements.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Certificate Account and all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Certificate Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial this Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, which include all of the Depositor's rights and interests under the Sale and Servicing Agreement, and deposit withdelegates its obligations under the Mortgage Loan Sale and Assignment Agreement, or cause which include the obligations of Lxxxxx Capital under the Sale and Servicing Agreement, (which rights and interest have been assigned and which obligations have been delegated to be delivered the Depositor by Lxxxxx Capital pursuant to the Mortgage Loan Sale and deposited with, the Custodian acting on Assignment Agreement) to the Trustee’s behalf. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all such rights of the Trustee Depositor under the Mortgage FilesLoan Sale and Assignment Agreement and the Sale and Servicing Agreement as if, for such purpose, it were the Depositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: Mortgage Loans (i) the Mortgage Loans, including the Mortgage NotesParticipations). Such conveyance includes, the Mortgageswithout limitation, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement; including all rights of the Seller under the applicable Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or due with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date)Date, and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Certificate Account and all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Certificate Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loansthis agreement, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, which include all of the Depositor's rights and interests under the Sale and Servicing Agreement (but which do not include the rights of Lehman Capital under Section 11.12 thereof), and deposit withdelegates its obligaxxxxx under the Mortgage Loan Sale and Assignment Agreement, or cause which include the obligations of Lehman Capital under the Sale and Servicing Agreement, (which rights xxx xxterests have been assigned and which obligations have been delegated to be delivered the Depositor by Lehman Capital pursuant to the Mortgage Loan Sale and deposited with, the Custodian acting on Assignment Agrexxxxx) to the Trustee’s behalf. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all such rights of the Trustee Depositor under the Mortgage FilesLoan Sale and Assignment Agreement and the Sale and Servicing Agreement as if, for such purpose, it were the Depositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), ) and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under (i) the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned under the Mortgage Loan Sale Agreement, and (ii) the Thornburg Purchase Agreement. The Trustee hereby accepts such xxxxxxxxnt, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement and the Thornburg Purchase Agreement as if, for such purpose, it were xxx Xxxxsitor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, Thornburg or any other Person in connection with the Mortgage Loans or Xxxxx xx any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 Section 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral and any proceeds of the foregoing, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-set over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: Mortgage Loans (i) the Mortgage Loans, including the Mortgage NotesParticipations). Such conveyance includes, the Mortgageswithout limitation, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments (i) any amounts representing Retained Interest and (ii) payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(bthe Trustee all of its rights and interest under the Mortgage Loan Sale Agreement (other than any right to receive Retained Interest), including all rights of the Seller under the applicable Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), ) and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Securities Administrator Account and all amounts from time to time credited to and the proceeds of the Securities Administrator Account, any Custodial Accounts or the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. In addition, the Depositor pursuant has caused the Class 1-A5 Certificate Insurer to Section 3.01(b)deliver the Class 1-A5 Certificate Insurance Policy for the benefit of the Class 1-A5 Certificateholders and has made an initial deposit to the Class 1-A5 Reserve Fund of $15,000. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the TrusteeTrustee (or its designee, in the case of any MERS Mortgage Loans), without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (in the case of Scheduled Payments) and on and after the Cut-off Date (in the case of all other amounts in respect of principal) (other than Scheduled Payments payments of principal and interest due on or before such respective date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or Account, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements proceeds of any such Escrow Account, any Basis Risk Reserve Fund established pursuant to Section 5.07 and all amounts from time to time credited to and the proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Basis Risk Reserve Fund, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyProperties, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial this Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements to the extent assigned under the Mortgage Loan Sale and Assignment Agreement. The Trustee hereby accepts such assignment, and deposit withshall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale and Assignment Agreement as if, or cause to be delivered to for such purpose, it were the Depositor. Both the Depositor and deposited with, the Custodian acting on Seller acknowledge the Trustee’s behalf, the Trustee Mortgage Files's entitlement to exercise such rights under such agreements.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments (i) any amounts representing Retained Interest and (ii) payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. In addition, the Depositor pursuant has caused the Certificate Insurer to Section 3.01(bdeliver the Class A3 Certificate Insurance Policy for the benefit of the Class A3 Certificateholders, the Class A4 Certificate Insurance Policy for the benefit of the Class A4 Certificateholders and has made an initial deposit to the Reserve Fund of $6,000. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement (other than any right to receive Retained Interest), including all rights of the Seller under the Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this --------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments (i) any amounts representing Retained Interest and (ii) payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(bthe Trustee all of its rights and interest under the Mortgage Loan Sale Agreement (other than any right to receive Retained Interest), including all rights of the Seller under the Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or due with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such dateexclusive of any Retained Yield), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Certificate Account and all amounts from time to time credited to and the proceeds of the Distribution AccountCustodial Accounts, the Master Servicer Collection Certificate Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyProperties, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02the Seller's Warranties and Servicing Agreement, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrust Fund. In addition, the Trustee is hereby directed Depositor has caused the Class 2-A3 Certificate Insurer to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and Class 2-A3 Certificate Insurance Policy for the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment benefit of the Mortgage LoansClass 2-A3 Certificateholders and has made an initial deposit to the Class 2-A3 Reserve Fund of $2,000. Concurrently with the execution and delivery of this agreement, the Depositor does hereby deliver to(i) assign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, which include all of Xxxxxx Capital's rights and interests under the Seller's Warranties and Servicing Agreement, and deposit with(ii) delegates its obligations under the Mortgage Loan Sale and Assignment Agreement, or cause which include the obligations of Xxxxxx Capital under the Seller's Warranties and Servicing Agreement, (which rights and interests have been assigned and which obligations have been delegated to be delivered the Depositor by Xxxxxx Capital pursuant to the Mortgage Loan Sale and deposited with, the Custodian acting on Assignment Agreement) to the Trustee’s behalf. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all such rights, and obligated to fulfill such obligations, of the Trustee Depositor under the Mortgage FilesLoan Sale and Assignment Agreement and the Seller's Warranties and Servicing Agreement as if, for such purpose, it were the Depositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loansthis agreement, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned thereunder, and deposit withdelegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, or cause and shall be entitled to be delivered to and deposited withexercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Custodian acting on the Trustee’s behalf, the Trustee Mortgage FilesDepositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements proceeds of any such Escrow Account, any Basis Risk Reserve Fund established pursuant to Section 5.09 and all amounts from time to time credited to and the proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Basis Risk Reserve Fund, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and the Certificate Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrust Fund. In addition, the Trustee is hereby directed Depositor has caused the Certificate Insurer to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements Certificate Insurance Policy to the Trustee on behalf and for the benefit of the Insured Certificates and the Custodial Insured Certificateholders. Concurrently with the execution and delivery of this Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of Xxxxxx Capital under the Servicing Agreements and the Transfer Agreements to the extent assigned thereunder, and deposit withdelegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, or cause and shall be entitled to be delivered to and deposited withexercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Custodian acting on the Trustee’s behalf, the Trustee Mortgage FilesDepositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) date together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Securities Administration Account and all amounts from time to time credited to and the proceeds of the Securities Administration Account, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or Accounts, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 and any Basis Risk Reserve Fund established pursuant to the Mortgage Loans, Section 5.06 and all amounts from time to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements time credited to and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s righteach such account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under the Mortgage Loan Sale Agreements, including all rights of the related Seller under each Servicing Agreement and the Transfer Agreements, but only to the extent assigned under the related Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreements as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Sellers or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions The Class X Cap shall not be an asset of the Trust Fund, and the Trustee with respect to shall hold the custody, acceptance Class X Cap separate and inspection apart from the assets of the Trustee Mortgage Files and release of Mortgage DocumentsTrust Fund, and preparation and delivery solely for the benefit of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms Class B2 and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacityClass X Certificateholders. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Trustee, and/or the applicable Custodian acting on the Trustee’s 's behalf, the Trustee following documents or instruments with respect to each Mortgage Files.Loan (each a "Mortgage File") so transferred and assigned:

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or due with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date)Date, and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Certificate Account and all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Certificate Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the AcknowledgementsREO Property, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02the Sale and Servicing Agreement, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrust Fund. In addition, the Trustee is hereby directed Depositor has caused Financial Security to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements Class 1-A3 Policy to the Trustee. Concurrently with the execution and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance delivery of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loansthis agreement, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale and Assignment Agreement, which include all of the Depositor's rights and interests under the Sale and Servicing Agreement (but which do not include the rights of Xxxxxx Capital under Section 11.13 thereof), and deposit withdelegates its obligations under the Mortgage Loan Sale and Assignment Agreement, or cause which include the obligations of the Depositor under the Sale and Servicing Agreement, (which rights and interests have been assigned and which obligations have been delegated to be delivered the Depositor by Xxxxxx Capital pursuant to the Mortgage Loan Sale and deposited withAssignment Agreement), the Custodian acting on to the Trustee’s behalf. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all such rights of the Trustee Depositor under the Mortgage FilesLoan Sale and Assignment Agreement and the Sale and Servicing Agreement as if, for such purpose, it were the Depositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), ) and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Securities Administrator Account and all amounts from time to time credited to and the proceeds of the Securities Administrator Account, any Custodial Accounts or the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. In addition, the Depositor pursuant has caused the Class A4 Certificate Insurer to Section 3.01(b)deliver the Class A4 Certificate Insurance Policy for the benefit of the Class A4 Certificateholders and has made an initial deposit to the Class A4 Reserve Fund of $28,000. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement; including all rights and obligations of the Seller under the applicable Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due on or after such date but received on or prior to such date and intended by the related Mortgagors to be applied on or after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or including $294,013.44 to be deposited in the Collection Account by the Depositor concurrently with the execution hereof, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; and (vi) , the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection Trust Fund. Concurrently with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation execution and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial this Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements and the Transfer Agreements to the extent assigned thereunder, and deposit withdelegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, or cause and shall be entitled to be delivered to and deposited withexercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Custodian acting on the Trustee’s behalf, the Trustee Mortgage FilesDepositor.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments (i) any amounts representing Retained Interest and (ii) payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(bthe Trustee all of its rights and interest under the Mortgage Loan Sale Agreement (other than any right to receive Retained Interest), including all rights of the Seller under the Servicing Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date other than, with respect to the Mortgage Loans, (other than Scheduled Payments i) any amounts representing Retained Interest and (ii) payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, and any proceeds of the “Trust Fund”)foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. In addition, the Depositor pursuant has caused the Class 2-A5 Certificate Insurer to Section 3.01(bdeliver the Class 2-A5 Certificate Insurance Policy for the benefit of the Class 2-A5 Certificateholders and has made an initial deposit to the Class 2-A5 Reserve Fund of $8,000. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement (other than any right to receive Retained Interest), including all rights of the Seller under the Servicing Agreements to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 Section 2.02, 2.04, 2.05 and 2.042.06, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) , together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral and any proceeds of the foregoing, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor pursuant does hereby assign to Section 3.01(b)the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements and the Special Servicing Compensation Agreement to the extent assigned under the Mortgage Loan Sale Agreement, and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-set over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 2.01. Creation and Declaration of Trust Fund; Conveyance of ----------------------------------------------------- Mortgage Loans. (a) Concurrently with the execution and delivery of this -------------- Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans. Such conveyance includes, including the Mortgage Noteswithout limitation, the Mortgages, and the right to all payments distributions of principal and interest received on or due with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date)Date, and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) together with all of the Depositor’s 's right, title and interest, if any, interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Distribution Collection Account, the Master Servicer Collection Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts or any Escrow Account established with respect pursuant to the Mortgage Loans; (iii) with respect Section 9.06 hereof and all amounts from time to the Mortgage Loans, time credited to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all proceeds of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s rightany such Escrow Account, title and interest, if any, in any REO Property and the proceeds thereof; (v) all of , the Depositor’s 's rights under any Insurance Policies related to the Mortgage Loans; , and (vi) the Depositor’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectivelyand any Additional Collateral, the “Trust Fund”)to have and to hold, in trust; and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by evidencing the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation entire ownership of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrust Fund. In addition, the Trustee is hereby directed Depositor has caused Financial Security to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements Certificate Insurance Policy to the Trustee. Concurrently with the execution and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance delivery of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loansthis agreement, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement and delegates its obligations thereunder. The Trustee hereby accepts such assignment and delegation, and deposit withshall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, or cause to be delivered to and deposited withfor such purpose, it were the Custodian acting on the Trustee’s behalf, the Trustee Mortgage FilesDepositor.