Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. On this 29th day of May 2001, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) as the Sellers, under that certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Fremont Investment & Loan, as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29October 1, 2001 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title and xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) FREMONT INVESTMENT & LOAN (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- ____________________________________ Name: __________________________________ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President _________________________________ Schedule 1 MORTGAGE LOAN SCHEDULESCHEDULE EXHIBIT R EXECUTION COPY REPRESENTATIONS AND WARRANTIES AGREEMENT This REPRESENTATIONS AND WARRANTIES AGREEMENT ("Agreement"), dated as of December 29, 2005 (the "Closing Date"), is between GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" or the "Seller") and GS MORTGAGE XXXXXXTXXX XORP. (the "Depositor" or the "Purchaser").

Assignment and Conveyance. On this 29th day of May 2001, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) as the Sellers, under that certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- ------------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- ------------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- ------------------------------------ Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULESCHEDULE [INTENTIONALLY OMITTED]

Assignment and Conveyance. On this 29th day of May 2001, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Bishop's Gate Residential Mortgage Trust (formerly known as Cendant Residential Cxxxxxx Xesidential Mortgage Trust) as the Sellers, under that certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Lehman Brothers Bank, FSB, as Purchaser under the Agreement all rightsaxx xxxhts, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- _________________________________________ Name: Title: XXXXXX'X BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT XXXXXXX RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- _________________________________________ Name: Title: XXXXXX LEHMAN BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- __________________________________________ Name: Xxxx Xxxxxx Jack Desens Title: Vice President 50 MORTGAGE LOAN SCHEDULESCHEDULE [Intentionally Omitted]

Assignment and Conveyance. On this 29th ____ day of May 2001________, Cendant 200_, Wachovia Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust“Wachovia”) as the Sellers, Seller under that certain Mortgage Loan Flow First Amended and Restated Seller’s Purchase, Sale & Warranties and Interim Servicing Agreement, dated as of May 29June 1, 2001 2006 (the "“Agreement"”), by and between Wachovia and Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as the Purchaser under the Agreement Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller Wachovia in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit A, together with the Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 2.06 of the Agreement, the Seller Wachovia has delivered to the Custodian Purchaser the documents for each Mortgage Loan to be purchased as set forth therein. The contents of each Servicing File required to be retained by Wachovia to service the Mortgage Loans during the related Interim Servicing Period pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by Wachovia, for the benefit of the Purchaser as the owner thereof. Wachovia’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan during the related Interim Servicing Period pursuant to the Agreement, and such retention and possession by Wachovia shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of each the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Wachovia shall immediately vest in the Purchaser and shall be delivered promptly retained and maintained, in trust, by Wachovia at the Seller to the Purchaser. The Seller confirms to will of the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with such custodial capacity only. With respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit A, and the representations and warranties term Standard & Poor’s Glossary, as used in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, shall refer to carry out Version __ of the servicing responsibilities related Standard & Poor’s LEVELS® Glossary. [With respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts hereto as Exhibit A, the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Servicing Transfer Date shall be _____________.] Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT WACHOVIA MORTGAGE CORPORATION (Seller and Servicer) CORPORATION, By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST Exhibit F Form of Indemnification and Contribution Agreement This INDEMNIFICATION AND CONTRIBUTION AGREEMENT (formerly known “Agreement”), dated as CENDANT RESIDENTIAL MORTGAGE TRUSTof [DATE], among [DEPOSITOR] (the “Depositor”), a _______ corporation (the “Depositor”), Xxxxxx Xxxxxxx Mortgage Capital Inc., a New York corporation (“Xxxxxx”) (Seller) By: Cendant and Wachovia Mortgage Corporation, a North Carolina corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB seller and as servicer (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULEthe “Seller”).

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Fremont Investment & Loan, as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29October 1, 2001 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title xitle and interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) FREMONT INVESTMENT & LOAN (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- :________________________ Name: :______________________ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President :_______________________ Schedule 1 MORTGAGE LOAN SCHEDULESCHEDULE EXHIBIT R REPRESENTATIONS AND WARRANTIES AGREEMENT This REPRESENTATIONS AND WARRANTIES AGREEMENT (the "Agreement"), dated as of June 30, 2005 (the "Closing Date"), is between GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" or the "Seller") and GS MORTGAGE XXXXXXTXXX XORP. (the "Depositor" or the "Purchaser").

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Fremont Investment & Loan, as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29October 1, 2001 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title and xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) FREMONT INVESTMENT & LOAN (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- :________________________ Name: :______________________ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President :_____________________ Schedule 1 MORTGAGE LOAN SCHEDULESCHEDULE EXHIBIT Q REPRESENTATIONS AND WARRANTIES AGREEMENT

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Fremont Investment & Loan, as the SellersSeller, under that certain Amended and Restated Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29January 1, 2001 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title xitle and interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) FREMONT INVESTMENT & LOAN (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- -------------------------- Name: ------------------------ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President ----------------------- Schedule 1 MORTGAGE LOAN SCHEDULESCHEDULE EXHIBIT 10.5 EXHIBIT Q-3 QUICKEN AGREEMENT REPRESENTATIONS AND WARRANTIES AGREEMENT This REPRESENTATIONS AND WARRANTIES AGREEMENT (the "Agreement"), dated as of October 20, 2006 (the "Closing Date"), is between QUICKEN LOANS, INC. ("Quicken") and GOLDMAN SACHS MORTGAGE COMPANY ("GSMC").

Assignment and Conveyance. On this 29th day of May 2001, Cendant [emphasis added] Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) as the Sellers, under that certain Loans included in any Mortgage Loan Flow PurchasePackage, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does Seller hereby sell, agrees to transfer, assign, set over and otherwise convey to Xxxxxx Brothers Bankthe Purchaser, FSBwithout recourse but subject to the terms of this Agreement, as Purchaser under on the Agreement related Closing Date, all rightsthe right, title and interest of the Seller in and to the Mortgage Loans listed identified on the related Mortgage Loan Schedule attached heretoas of such Closing Date. Pursuant Each Mortgage Loan Schedule shall conform to Section 2 the requirements of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased Purchaser as set forth in the this Agreement. The ownership of each Each Mortgage NoteLoan Schedule shall be amended on the related Closing Date, Mortgageif necessary, to reflect the Mortgage Loans accepted by the Purchaser on such Closing Date in accordance with Section 5 hereof. In connection with any such transfer and assignment, the contents of each Mortgage File is vested Seller shall execute and deliver to the Purchaser an Assignment and Conveyance, substantially in the Purchaser and the ownership form of all records and documents Exhibit 8 annexed hereto, with respect to the related Mortgage Loans and shall deliver, or cause to be delivered, to the Custodian or its designee, the documents or instruments specified below with respect to each such Mortgage Loan prepared by (each a "Mortgage File"). On or which come into before the possession Closing Date for any such transfer and assignment, each of the Seller related Mortgage Files shall immediately vest in the Purchaser and shall be have been delivered promptly by the Seller to the Purchaser. The Seller confirms Custodian and shall be held by the Custodian pursuant to the Purchaser that Tri-Party Custodial Agreement dated March , 1998 (as amended, supplemented or otherwise modified from time to time, the representations "Custody Agreement"), among the Purchaser, the Seller and warranties set forth the Custodian, until the Custody Agreement is terminated as to the related Mortgage Loan. All Mortgage Files so delivered shall be held by the Custodian in Section 3.03 escrow at all times prior to the related Closing Dates for the benefit of the Agreement with respect Purchaser under the Custody Agreement. Each Mortgage File shall contain the following documents: (a) the original mortgage note, naming the Seller as the holder/payee thereof (or, if the Seller is not the original holder/payee thereof, bearing all endorsements necessary to evidence a complete and unbroken chain of endorsements from the original holder/payee to the Mortgage Loans listed on Seller) and endorsed by the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect Seller "Pay to the Seller are true order of , without recourse" [Texas Business and correct as of Commerce Code, (hereafter BCC) 3-115 - Incomplete Instrument, Compliance Required to identify the date hereof. The Purchaser does hereby contract with Cendant Mortgage unidentified Indorsee to complete negotiation, Uniform Commercial Code (the "Servicer"hereafter UCC) as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE3-115] [emphasis added];

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, [SELLER], as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 291, 2001 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title and xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Mortgage Loans have the pool characteristics set forth on Exhibit 2 hereto. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 Subsection 9.02 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 Subsection 9.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) [SELLER] (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- :____________________________________ Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE:

Assignment and Conveyance. On this 29th ____ day of May 2001________, Cendant 200_, Wachovia Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust“Wachovia”) as the Sellers, Seller under that certain Mortgage Loan Flow First Amended and Restated Seller’s Purchase, Sale & Warranties and Servicing Agreement, dated as of May 29June 1, 2001 2006 (the "“Agreement"”), by and between Wachovia and Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as the Purchaser under the Agreement Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of Wachovia (excluding the Seller right to service the Mortgage Loans) in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit A, together with the Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 2.07 of the Agreement, the Seller Wachovia has delivered to the Custodian Purchaser the documents for each Mortgage Loan to be purchased as set forth therein. The contents of each Servicing File required to be retained by Wachovia to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by Wachovia, for the benefit of the Purchaser as the owner thereof. Wachovia’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by Wachovia shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of each the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Wachovia shall immediately vest in the Purchaser and shall be delivered promptly retained and maintained, in trust, by Wachovia at the Seller to the Purchaser. The Seller confirms to will of the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with such custodial capacity only. With respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit A, and the representations and warranties term Standard & Poor’s Glossary, as used in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, shall refer to carry out Version __ of the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the AgreementStandard & Poor’s LEVELS® Glossary. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT WACHOVIA MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE Exhibit F Request for Release of Documents and Receipt RE: Mortgage Loan #___________________________________ BORROWER: __________________________________________________ PROPERTY: __________________________________________________ Pursuant to a First Amended and Restated Seller’s Purchase, Warranties and Servicing Agreement (the “Agreement”) between the Seller and the Purchaser, the undersigned hereby certifies that he or she is an officer of the Seller requesting release of the documents for the reason specified below. The undersigned further certifies that: (Check one of the items below) _____ On _________________, the above captioned mortgage loan was paid in full or the Seller has been notified that payment in full has been or will be escrowed. The Seller hereby certifies that all amounts with respect to this loan which are required under the Agreement have been or will be deposited in the Custodial Account as required. _____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Seller hereby certifies that the repurchase price has been credited to the Custodial Account as required under the Agreement. _____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the foreclosure action. The Seller hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement. _____ Other (explain) _______________________________________________________________________________________ _______________________________________________________________________________________ All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement. Based on this certification and the indemnities provided for in the Agreement, please release to the Seller all original mortgage documents in your possession relating to this loan. Dated:_________________ By:________________________________ Signature ___________________________________ Title Send documents to: _____________________________________________ _____________________________________________ _____________________________________________ Acknowledgment: Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been returned and received by the Purchaser. Dated:_________________ By:________________________________ Signature Title:____________________________ Exhibit G Form of S-50Y Report S5261-50Y W A C H O V I A M O R T G A G E C O R P 01/30/04 PRIVATE POOL DETAIL REPORT PAGE 1 ------------------------------------------------------------------------------------------------------------------------------------ INVESTOR : CATEGORY : POOL NO : INV PERCT : 100.00 LAST C/OFF: 12/31/03 ODD CLT/INV:( : ) ALPHA CODE: BANK PIF DAY PIF PIF CRT RMT PASS TRK ADD PL IND POOL USE S50Y T62C LOAN DEF INT REM LLOB EXTOUT RMT YR INT RATE ADJ CAL THRU BAL NEW TP LN ID RES SORT RECP ADV INT DAY DAY TOL NUM C/O X/X XXX 00.00000 X XX 00.00000 X X CD Y PVT N L Y DET NO 0000 0649 ------------------------------------------------------------------------------------------------------------------------------------ LOAN NO INT RATE S-FEE YIELD P&I CON BEG SCHED PRIN BAL SCHED PRIN SCH NET INT BUYDOWN REMITTANCE ------------------------------------------------------------------------------------------------------------------------------------ INV LOAN NO DUE DT BEGIN PRIN BAL END PRIN BAL PRIN COLL INT COLL SER-FEE COLL ------------------------------------------------------------------------------------------------------------------------------------ 0009411054 07.00000 01.000 06.00000 309.23 27,512.33 148.74 137.56 0.00 286.30 ARM 0011467613 02/01/04 27,512.41 27,512.41 0.00 0.00 0.00 ENDING SCH BALANCE 27,363.59 ------------------------------------------------------------------------------------------------------------------------------------ 0009411062 06.75000 00.438 06.31200 385.84 35,138.54 188.19 184.83 0.00 373.02 ARM 0000000000 03/01/04 35,138.54 34,950.35 188.19 197.65 12.83 ENDING SCH BALANCE 34,950.35 ------------------------------------------------------------------------------------------------------------------------------------ 0000000000 06.75000 00.438 06.31200 289.69 25,956.05 143.69 136.53 0.00 280.22 ARM 0011472637 03/01/04 26,098.93 25,812.36 286.57 292.81 19.00 ENDING SCH BALANCE 25,812.36 ------------------------------------------------------------------------------------------------------------------------------------ 0009411074 04.25000 01.000 03.25000 198.87 22,282.94 119.95 60.35 0.00 180.30 ARM 0011488168 03/01/04 22,282.92 22,162.97 119.95 78.92 18.57 ENDING SCH BALANCE 22,162.99 ------------------------------------------------------------------------------------------------------------------------------------ 0009411086 03.87500 00.750 03.12500 338.64 42,885.55 200.16 111.68 0.00 311.84 ARM 0012600673 02/01/04 43,085.10 42,837.71 247.39 139.13 26.93 01/01/04 CURTAILMENT 47.88 ADJ .15 INT-RATE .0387500 48.03 ENDING SCH BALANCE 42,637.36 ------------------------------------------------------------------------------------------------------------------------------------ 0000000000 04.00000 00.705 03.29501 299.47 37,919.73 173.07 104.12 0.00 277.19 ARM 0012600990 03/01/04 37,919.74 37,746.67 173.07 126.40 22.28 ENDING SCH BALANCE 37,746.66 ------------------------------------------------------------------------------------------------------------------------------------ 0009411090 04.00000 00.705 03.29501 791.38 100,312.27 457.01 275.44 0.00 732.45 ARM 0012601067 04/01/04 99,855.24 99,396.71 458.53 332.85 58.66 ENDING SCH BALANCE 99,855.26 ------------------------------------------------------------------------------------------------------------------------------------ 0009411103 06.75000 00.438 06.31200 260.77 22,710.32 133.02 119.46 0.00 252.48 ARM 0013159440 02/01/04 22,842.67 22,710.33 132.34 128.49 8.34 ENDING SCH BALANCE 22,577.30 ------------------------------------------------------------------------------------------------------------------------------------ 0009411108 06.00000 00.750 05.25000 183.38 10,418.30 131.29 45.58 0.00 176.87 ARM 0013175371 02/01/04 10,548.94 10,418.30 130.64 52.74 6.59 ENDING SCH BALANCE 10,287.01 ------------------------------------------------------------------------------------------------------------------------------------ Xxxxxxx X Xxxx xx X-0XX Xxxxxx X0000-0XX W A C H O V I A M O R T G A G E C O R P 08/31/04 INVESTOR LIST OF DELINQUENT ACCOUNTS BY INVESTOR LOAN NUMBER PAGE 3 ------------------------------------------------------------------------------------------------------------------------------------ INVESTOR NAME VARIOUS___ INTEREST RATE .0000000 SERVICE FEE .00000 STATE INVESTOR ADDRESS DURHXX, XX 00000 INVESTOR N92 CATEGORY 001 ------------------------------------------------------------------------------------------------------------------------------------ LOAN NUMBER INV-CAT TP INV. LN # MORTG.-NAME DESC PRIN BALANCE DUE-DATE PMT P&I CONST. DELQ PRIN & INTEREST * COMMENTS PROD CONTACT RESPONSE REASON DATE * ------------------------------------------------------------------------------------------------------------------------------------ 0009911861 N92-001 13 4001683965 XXXXXXX 34,779.99 07-01-03 43 269.63 30.52 239.11 FC- 7: CLAIM CHECK REC VACANT SECURED CONDITION ON 060704 LFCPI 00-00 00-00-00 44 30.73 238.90 VACANT SECURED CONDITION ON 051804 LFCPI 00-00 00-00-00 45 30.94 238.69 Y PAYOFF QUOTE GOOD TO 06/07/2004 00-00 00-00-00 46 31.15 238.48 SCORE 792 042704 AGT RPRO DAYS DEL 301 00-00 00-00-00 47 31.37 238.26 VACANT SECURED CONDITION ON 032004 LFCPI 00-00 00-00-00 48 31.58 238.05 01-01-04 49 31.80 237.83 02-01-04 50 32.02 237.61 03-01-04 51 32.24 237.39 04-01-04 52 32.46 237.17 05-01-04 53 32.68 236.95 06-01-04 54 32.91 236.72 07-01-04 55 33.13 236.50 08-01-04 56 33.36 236.27 LOAN NO TOTAL 3,774.82 446.89 3,327.93 0009911863 N92-001 13 4001683967 XXXX 64,816.84 11-01-01 26 495.54 49.92 445.62 SCORE 272 122303 AGT RPRO DAYS DEL 782 00-00 00-00-00 27 50.27 445.27 SCORE 287 082603 AGT RPRO DAYS DEL 663 00-00 00-00-00 28 50.61 444.93 Y BLTR03 - TRUST RECEIPT FNMA (formerly known 2009) 00-00 00-00-00 29 50.96 444.58 SCORE 208 082802 AGT RPRO DAYS DEL 300 00-00 00-00-00 30 51.31 444.23 Y ADV MTRG TO DISREGARD BREACH LETTER SINCE DE 00-00 00-00-00 31 51.66 443.88 05-01-02 32 52.02 443.52 06-01-02 33 52.38 443.16 07-01-02 34 52.74 442.80 08-01-02 35 53.10 442.44 09-01-02 36 53.46 442.08 10-01-02 37 53.83 441.71 11-01-02 38 54.20 441.34 12-01-02 39 54.57 440.97 01-01-03 40 54.95 440.59 02-01-03 41 55.33 440.21 03-01-03 42 55.71 439.83 04-01-03 43 56.09 439.45 05-01-03 44 56.48 439.06 06-01-03 45 56.87 438.67 07-01-03 46 57.26 438.28 08-01-03 47 57.65 437.89 09-01-03 48 58.05 437.49 10-01-03 49 58.45 437.09 11-01-03 50 58.85 436.69 12-01-03 51 59.25 436.29 01-01-04 52 59.66 435.88 02-01-04 53 60.07 435.47 Exhibit I Form of Indemnification and Contribution Agreement This INDEMNIFICATION AND CONTRIBUTION AGREEMENT (“Agreement”), dated as CENDANT RESIDENTIAL MORTGAGE TRUSTof [DATE], among [DEPOSITOR] (the “Depositor”), a _______ corporation (the “Depositor”), Xxxxxx Xxxxxxx Mortgage Capital Inc., a New York corporation (“Xxxxxx”) (Seller) By: Cendant and Wachovia Mortgage Corporation, a North Carolina corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB seller and as servicer (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULEthe “Seller”).

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant 200_, Greenpoint Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) Funding, Inc., as the SellersSeller, under that certain Mortgage Loan Flow Purchase, Sale & and Servicing Agreement, dated as of May 29, 2001 [_______] 200__ (the "“Agreement"”) does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBJ.P. Morgan Mortgage Acquisition Corp., as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage xxx Xxxxxxge Loan Schedule attached hereto, and the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 6 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 7.01 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 7.02 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) Greenpoint Mortgage Funding, Inc. (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- :________________________ Name: :______________________ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE:_______________________ Exhibit A

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant 200_, SunTrust Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) , Inc., as the SellersSeller, under that certain Mortgage Loan Flow Purchase, Sale & and Servicing Agreement, dated as of May 291, 2001 2005 (the "“Agreement"”) does hereby sell, transfer, assign, set over and convey to X.X. Xxxxxx Brothers Bank, FSBMortgage Acquisition Corp., as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 6 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 7.01 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 7.02 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretoServicing Fee shall be ___________. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the AgreementTerms Letter shall be dated ______, 20__. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) SunTrust Mortgage, Inc. (Seller) By:________________________ Name:______________________ Title:_______________________ EXHIBIT 13 ANNUAL CERTIFICATION Re: Cendant [_______________] (the “Trust”), Mortgage CorporationPass-Through Certificates, Series [_____], issued pursuant to the Pooling and Servicing Agreement, dated as of [_____], 2003 (the “Pooling and Servicing Agreement”), among [_____], as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANKdepositor (the “Depositor”), FSB [_____], as trustee (Purchaserthe “Trustee”), [_____], as master servicer (the “Master Servicer”) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE[_____], as a servicer (the “Servicer”), and [_____], as responsible party I, [identify the certifying individual], certify to the Depositor, the Master Servicer and the Trustee, and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Aames Capital Corporation, as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29April 1, 2001 2006 (the "Agreement") and that certain Purchase Price and Terms Agreement dated as of [_________] does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title and xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Mortgage Loans will be interim serviced from and after the date hereof for an interim period pursuant to the Interim Servicing Agreement between the Purchaser and Aames Funding Corporation, as interim servicer. The Mortgage Loans have the pool characteristics set forth on Exhibit 2 hereto. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 Subsection 9.02 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 Subsection 9.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE AAMES CAPITAL CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- __________________________________ Name: Title: XXXXXX BROTHERS BANK, FSB AAMES FUNDING CORPORATION (PurchaserInterim Servicer) By: ---------------------------------------------------- __________________________________ Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULE:

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, First Franklin Financial Corporation, as the SellersSeller, under that certain Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29February 27, 2001 2004 (the "“Agreement"”) does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBXxxxxxx Xxxxx Mortgage Company, as Purchaser under the Agreement all rights, title and interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE FIRST FRANKLIN FINANCIAL CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President EXHIBIT 1 MORTGAGE LOAN SCHEDULESCHEDULE EXHIBIT 2

Assignment and Conveyance. On this 29th day of May 2001, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) as the Sellers, under that certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (SellerTRUST)(Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President 50 MORTGAGE LOAN SCHEDULE

Assignment and Conveyance. On this 29th __ day of May 2001_________, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200_, Fremont Investment & Loan, as the SellersSeller, under that certain Amended and Restated Flow Mortgage Loan Flow Purchase, Sale & Servicing Purchase and Warranties Agreement, dated as of May 29January 1, 2001 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSBGoldman Sachs Mortgage Company, as Purchaser under the Agreement all rightsrixxxx, title and xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 3.03 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) FREMONT INVESTMENT & LOAN (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- :__________________________ Name: :________________________ Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President :_______________________ Schedule 1 MORTGAGE LOAN SCHEDULESCHEDULE AMENDMENT NO. 1 TO AMENDED AND RESTATED FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT Amendment No. 1, dated as of August 1, 2006 (the "Amendment"), by and between GOLDMAN SACHS MORTGAGE COMPANY (the "Purchaser") and FREMONT INVESTMENT & XXXX (the "Seller").

Assignment and Conveyance. On this 29th [__] day of May 2001[___], Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) 200[_], Countrywide Home Loans Inc., as the SellersCompany, under that certain Mortgage Loan Flow Purchase, Sale & Seller's Warranties and Servicing Agreement, dated as of May 29[___], 2001 200[_] (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as Purchaser under the Agreement all rights, title and interest of the Seller Company in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit 1, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall immediately vest in the Purchaser and shall be delivered promptly by the Seller Company to the Purchaser. The Seller Company confirms to the Purchaser that the representations and warranties set forth in Section 3.03 3 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached heretohereto as Exhibit 1, and the representations and warranties in Section 3.01 3 of the Agreement with respect to the Seller Company are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto have the pool characteristics as set forth on Exhibit 2 attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and Mortgage Loans listed on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule attached hereto all have been underwritten in accordance with the AgreementUnderwriting Guidelines set forth in Exhibit 3 attached hereto. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION COUNTRYWIDE HOME LOANS, INC. (Seller and ServicerCompany) By: ---------------------------------------------------- _____________________________ Name: :________________________ Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: :_______________________ XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- :______________________________ Name: Xxxx Xxxxxx :________________________ Title: Vice President :_______________________ EXHIBIT 1 MORTGAGE LOAN SCHEDULESCHEDULE [INTENTIONALLY OMITTED] EXHIBIT 2 POOL CHARACTERISTICS The Mortgage Interest Rate shall not exceed [____]% nor be less than [___]%. With respect to the aggregate unpaid principal balance of the Mortgage Loans, no more than [___]% of the Mortgage Loans have a balloon payment feature. With respect to the aggregate unpaid principal balance of all the Mortgage Loans, the Mortgaged Properties are located as follows: (i) no more than [___]% are located in California (ii) no more than [___]% are located in Florida and (iii) no other one state contains more than [__]% of the Mortgaged Properties. With respect to the aggregate unpaid principal balance of all Mortgage Loans, (a) no more than [___]% are secured by real property improved by individual condominium units, (b) no more than [___]% are secured by real property improved by an individual unit in a planned unit development, and (c) at least [___]% are secured by real property with a detached one family residence erected thereon. All of the Mortgaged Properties are owner occupied primary residences. No Mortgage Loan has a Combined Loan-to-Value Ratio of greater than [_____]%. The Mortgage Loans have a weighted average Combined Loan-to-Value ration of [_____]%. With respect to the aggregate unpaid principal balance of the Mortgage Loans, (a) at least [___]% of the Mortgage Loans were originated under the Company's full documentation program (b) no more than [___]% of the Mortgage Loans were originated under the Company's "stated income" documentation program, and (c) no more than [___]% were originated under Company's "limited" documentation program. With respect to the aggregate unpaid principal balance of the Mortgage Loans, (a) no more than [___]% are "cash-out" refinance and/or debt consolidation mortgage loans, (b) no more than [___]% are rate and term refinance mortgage loans and (c) at least [___]% are purchase mortgage loans. No Mortgage Loans has a FICO Score of less than [___]. The weighted average FICO Score of the Mortgage Loans is [_____]. With respect to the aggregate unpaid principal balance of the Mortgage Loans, the Mortgage Loans have the following Credit Grades: (i) [___]% of the Mortgage Loans are Credit Grade "A"; (ii) [___]% of the Mortgage Loans are Credit Grade "A-"; and (iii) [___]% of the Mortgage Loans are Credit Grade "B". [___]. With respect to the aggregate unpaid principal balance of the Mortgage Loans, [___]% of the Mortgage Loans have prepayment penalty features. With respect to the aggregate unpaid principal balance of the Mortgage Loans, the weighted average prepayment penalty term of Mortgage Loans that have prepayment penalties is [___] months. The weighted average seasoning of the Mortgage Loans is less than [__] months. No Mortgage Loans has a debt to income ratio greater than [___]. The weighted average debt to income ratio of the Mortgage Loans is [_____]. No more than [___]% of the Mortgage Loans has a debt to income ratio greater than 45. No more than [___]% of the Mortgage Loans has a debt to income ratio greater than 50. EXHIBIT 3 UNDERWRITING GUIDELINES [INTENTIONALLY OMITTED]

Assignment and Conveyance. On this 29th day of May 2001, Cendant Mortgage Corporation ("Cendant Mortgage") and Xxxxxx'x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) as the Sellers, under that certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 29, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Xxxxxx Brothers Bank, FSB, as Purchaser under the Agreement all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 3.03 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Purchaser does hereby contract with Cendant Mortgage (the "Servicer") as Servicer under the Agreement, to carry out the servicing responsibilities related to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Servicer hereby accepts the servicing responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule hereto all in accordance with the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. CENDANT MORTGAGE CORPORATION (Seller and Servicer) By: ---------------------------------------------------- Name: Title: XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (Seller) By: Cendant Mortgage Corporation, as Administrator By: ---------------------------------------------------- Name: Title: XXXXXX BROTHERS BANK, FSB (Purchaser) By: ---------------------------------------------------- Name: Xxxx Xxxxxx Title: Vice President MORTGAGE LOAN SCHEDULEPresident