Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorIn consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby establish the Trust and transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse for the benefit of the Certificateholders recourse, in trust, all the right, title and interest of the DepositorDepositor in and to the Trust Estate, including except that the Depositor does not assign to the Issuer any security interest therein of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreement. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in and to connection with the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all or any other assets included agreement or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soinstrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date during on or before the last day of the Due Period related to immediately preceding the first Distribution Payment Date, the Depositor shall shall, to the extent required, deposit into the Distribution Payment Account on or before the Servicer Remittance Payment Account Deposit Date relating to the first Distribution Payment Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Loan on the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Cut Off Date.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after March 9, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor’s rights under Section 17 thereof), all other assets included or to be included in REMIC 1, and the Trust Fundrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan ScheduleSchedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the rights Mortgage File and all rights, if any, of the Depositor under in the Assignment and Assumption Agreement Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I or the Trust FundClass H Grantor Trust. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date)after their respective Due Dates in March 2012. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other related rights and property specified in this Section 2.01 accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from the Depositor and after March 1, 2012. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee pursuant and the right to this Agreement is held or deemed not service such Mortgage Loans are subject to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights terms and obligations conditions of the parties shall be established pursuant related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of this the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and thatServiced Companion Loan, in such event, (i) the Depositor shall be deemed to have granted related Intercreditor Agreement. The transfer and does hereby grant assignment of any A Notes and Serviced Pari Passu Mortgage Loans to the Trustee, for Trustee and the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and right to the service such Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant are subject to the terms of the related Intercreditor Agreements, and the Trustee, by the execution and delivery of this Agreement was not recorded or not provided Agreement, hereby agrees, that such Mortgage Loans remain subject to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy terms of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents Intercreditor Agreements (or instruments with respect to each a Joint Mortgage Loan so transferred treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and assigned (each, a “Mortgage File”):Section 8.30 hereof).

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor’s rights under Section 17 thereof), all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Cap Agreement, the Swap Agreement, PMI Letter Agreement and the MGIC Letter Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Class AF-1a Cap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan (other than the Mortgage Loans right to receive any Retained Interest or any Prepayment Penalty Amounts) identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Collection Account and all amounts from time to time credited to and to the proceeds of the Depositor under Collection Account, the Assignment Distribution Account and Assumption Agreement all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan Purchase Agreement and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Master Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments of principal Loans. Concurrently with the execution and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms delivery of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignmentAgreement, the Depositor does hereby deliver toassign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and the Seller under the Servicing Agreements as if, for such purpose, it were the Depositor or the Seller, as applicable. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Custodian a copy of the related Mortgage Loan Schedule in an electronicLoans or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, machine readable medium, and the following documents or instruments with respect to each any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan so transferred and assigned pursuant to the related Servicing Agreement. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (eachthe “Securitization Act”), a “Mortgage File”):each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Class AF-1 Cap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan ScheduleSchedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the rights Mortgage File and all rights, if any, of the Depositor under in the Assignment and Assumption Agreement Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) with respect to the Class A-4FL Certificates, the Swap Contract, the Class A-4FL Regular Interest and funds or assets from time to time on deposit in the Floating Rate Account and (vi) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III or the Class P Grantor Trust Fundfor the benefit of the Class P Certificates. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other related rights and property specified in this Section 2.01 accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Depositor Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee pursuant and the right to this Agreement is held or deemed not service such Mortgage Loans are subject to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights terms and obligations conditions of the parties shall be established pursuant related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Non-Serviced Mortgage Loan Schedule in an electronicIntercreditor Agreement and, machine readable medium, and the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and assigned (eachServiced Companion Mortgage Loan, a “Mortgage File”):the related Loan Pair Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The DepositorIn consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby establish the Trust and transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse for the benefit of the Certificateholders recourse, in trust, all the right, title and interest of the DepositorDepositor in and to the Trust Estate, including except that the Depositor does not assign to the Issuer any security interest therein of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreements. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in and to connection with the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all or any other assets included agreement or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soinstrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date during on or before the last day of the Due Period related to immediately preceding the first Distribution Payment Date, the Depositor shall shall, to the extent required, deposit into the Distribution Payment Account on or before the Servicer Remittance Payment Account Deposit Date relating to the first Distribution Payment Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Loan on the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Cut Off Date.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Class AF-1 Cap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the related Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan ScheduleSchedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the rights Mortgage File and all rights, if any, of the Depositor under in the Assignment and Assumption Agreement Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in the Mall at Millenia Pari Passu Loan REMIC or REMIC I for the benefit of REMIC II and REMIC III or the Excess Interest Grantor Trust Fundfor the benefit of the Class S Certificates. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other related rights and property specified in this Section 2.01 accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Depositor Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loan to the Trustee pursuant and the right to this Agreement is held or deemed not service such Mortgage Loans are subject to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights terms and obligations conditions of the parties shall be established pursuant related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related each Non-Serviced Mortgage Loan Schedule in an electronicIntercreditor Agreement and, machine readable medium, and the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so transferred and assigned (eachServiced Companion Mortgage Loan, a “Mortgage File”):each Loan Pair Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement, payments made to the Trust Administrator by the Cap Administrator under the Cap Administration Agreement and the Mortgage Loan Purchase Agreement Cap Account, and all other assets included or to be included in the Trust Fund. REMIC I. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy copies of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the PMI Policy, and the Trustee and the Trust Administrator acknowledge receipt of the same on behalf of the Certificateholders. The Depositor hereby directs the Supplemental Interest Trust Trustee Administrator to do soexecute, deliver and perform its obligations under the Cap Contract (in its capacity as Cap Trustee). With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution DateThe Depositor, the Depositor Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall deposit into execute, deliver and perform its obligations under the Distribution Account on or before the Servicer Remittance Date Cap Contract and shall do so solely in its capacity as Cap Trustee, and not in its individual capacity. Every provision of this Agreement relating to the first Distribution Date, an amount equal to one month’s interest at conduct or affecting the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance liability of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed affording protection to the Trust Fund pursuant Administrator shall apply to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions theretothe Trust Administrator’s execution of the Cap Contract, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment the performance of Mortgage that is not required to be recorded pursuant to the terms its duties and satisfaction of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgageits obligations thereunder. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Trustee or the Custodian a copy of the related Mortgage Loan Schedule in an electronicon its behalf, machine readable medium, and the following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement Agreements and the Reconstitution Agreements, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicers, the Master Servicer, the Trust Administrator or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after November 5, 2006 with respect to the Ameriquest Mortgage Loans and November 6, 2006 with respect to the Nationstar Mortgage Loans by the Seller, the Depositor, the Servicers, the Master Servicer, the Trust Administrator on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementReconstitution Agreements. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute execute, and the Trust Administrator shall acknowledge and agree to the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trustee and the Trust Trustee Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Custodians a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after November 6, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee Trust, without recourse for the benefit of the Certificateholders recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R‑1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Trustee shall execute the PMI Letter Agreement and the Depositor hereby directs the Trustee to do so. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trust as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee Trust, without recourse for the benefit of the Certificateholders recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R-1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In additionThe Trustee, on not in its individual capacity but solely in its separate capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise the rights, perform the obligations, and make any representations to be exercised, performed, or prior to the Closing Date, made by the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Trustee, as described herein. The Supplemental Interest Trust Trustee is hereby directed to do soexecute and deliver the Swap Agreement on behalf of Party B (as defined therein) and to exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined therein) and not in its individual capacity. With respect to any Mortgage Loan that does not have a first payment date during The Seller, the Due Period related to the first Distribution DateServicer, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge Certificateholders (by acceptance of security for a loan, the Depositor intends that the rights their Certificates) acknowledge and obligations of the parties shall be established pursuant to the terms of this Agreement and agree that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”)::

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies (including the PMI Policy) in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreement, (v) all of the Depositor’s right, title and interest in any Subsequent Mortgage Loan and any rights conveyed by the Depositor to the Trustee under any related Subsequent Transfer Instrument, (vi) all other assets included or to be included in the Trust Fund, (vii) payments made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account and (viii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Seller, the Depositor or the Servicer on or after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of MortgageLoans. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with the Custodian a copy of Trustee, or its designated agent (the related Mortgage Loan Schedule in an electronic“Custodian”), machine readable medium, and the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and the Originator, on behalf of the Depositor shall, in accordance with Section 2.08, deliver or caused to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (each, a “Mortgage File”):) with respect to each Mortgage Loan so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor’s rights under Section 17 thereof), all other assets included or to be included in REMIC 1, and the Trust Fundrights of the Depositor under each of the Cap Agreements. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after December 1, 2004 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, each of the Cap Agreements, the Cap Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date)) including Principal Prepayments, and interest thereon, received after March 28, 2005, by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after March 1, 2003 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The DepositorIn consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby establish the Trust and transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse for the benefit of the Certificateholders recourse, in trust, all the right, title and interest of the DepositorDepositor in and to the Trust Estate, including except that the Depositor does not assign to the Issuer any security interest therein of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Swap Agreement. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in and to connection with the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all or any other assets included agreement or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soinstrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date during on or before the last day of the Due Period related to immediately preceding the first Distribution Payment Date, the Depositor shall shall, to the extent required, deposit into the Distribution Payment Account on or before the Servicer Remittance Payment Account Deposit Date relating to the first Distribution Payment Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Loan on the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Cut Off Date.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and each Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption each Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Original Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule in an electronicTrustee, machine readable medium, and the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned the following documents or instruments with respect to each Subsequent Mortgage Loan (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The , including Principal Prepayments, and interest thereon, received on and after January 24, 2007 by the Seller, the Depositor herewith delivers or the Servicer on or with respect to the Trustee an executed copy of the Assignment and Assumption AgreementMortgage Loans. In addition, on On or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement in accordance with Section 4.07(f) and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Master Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of principal and interest due on such the Mortgage Loans on or before by the Cut-off Date). The Depositor herewith delivers Seller to the Trustee an executed copy of Depositor pursuant to the Assignment and Assumption Mortgage Loans Purchase Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Agreement Yield Maintenance Provider to enter into the Yield Maintenance Agreements with the Securities Administrator and on the Closing Date, the Seller shall transfer the Class Y Certificate to the Securities Administrator as inducement to enter into the Yield Maintenance Agreements. The Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do soexecute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements. With Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that the Servicing Rights Owner is the owner of the Servicing Rights with respect to any the Mortgage Loan that does not have a first payment date during Loans, and that, notwithstanding the Due Period related to the first Distribution Datetransfer, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the conveyance and assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loanAgreement, the Depositor intends that Servicing Rights Owner remains the rights sole and obligations exclusive owner of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and Servicing Rights with respect to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Loans.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or after the Servicer on or Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementLoans. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement exchange for such transfer and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Dateassignment, the Depositor shall deposit into receive the Distribution Account on Certificates. It is agreed and understood by the Depositor, the Seller and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or before The Home Loan Protection Act of New Mexico, effective as of April 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Servicer Remittance Date relating Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of April 1, 2005. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement, an amount equal including all rights of the Seller under the Servicing Agreement to one monththe extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s interest at right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the related Net Mortgage Rate on Trustee of any obligation of the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Depositor, the assignment and transfer of Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 and Section 18 thereof), and all other assets included or to be included in the Trust Fund. REMIC 1A or REMIC 1B. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPurchase Agreement. If the assignment and transfer of the Original Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and Trustee the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The DepositorIn consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby establish the Trust and transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse for the benefit of the Certificateholders recourse, in trust, all the right, title and interest of the DepositorDepositor in and to the Trust Estate, including except that the Depositor does not assign to the Issuer any security interest therein of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and [SFM] or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. [The Issuer is hereby authorized to enter into the Yield Maintenance Agreement.] Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in and to connection with the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all or any other assets included agreement or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soinstrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date during on or before the last day of the Due Period related to immediately preceding the first Distribution Payment Date, the Depositor shall shall, to the extent required, deposit into the Distribution Payment Account on or before the Servicer Remittance Payment Account Deposit Date relating to the first Distribution Payment Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Loan on the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Cut Off Date.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (except Section 3.2 thereof), the interest in the Limited Purpose Surety Bond transferred to the Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than but excluding any payments of principal and interest due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Mortgage Loan Purchase Agreement. In additionconnection with the transactions contemplated by this Agreement, on or prior to Cendant Mortgage Corporation and the Closing Date, the Supplemental Interest Trust Trustee shall execute enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Dateform of Exhibit K hereto, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties which Cendant Mortgage Corporation shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant assign to the Trustee, for the benefit of the Certificateholders, as all of the Closing Date a perfected, first priority security interest in the entire its right, title and interest of the Depositor in and to the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans, and the Trustee shall assume all of Cendant Mortgage Corporation's obligations under the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans from and all other property conveyed to after the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagedate hereof. In connection with such the transfer and assignmentassignment described herein, the Depositor does hereby Master Servicer on behalf of the Depositor, shall deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule in an electronicTrustee, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):instruments:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor’s rights under Section 17 thereof), all other assets included or to be included in REMIC 1, $5,579,964.03 and the Trust Fundrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfersells, assigntransfers, set assigns, sets over and otherwise convey conveys to the Trustee (for inclusion in the Trust Fund), without recourse for the benefit recourse, all of the Certificateholders all the Depositor's right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on Loans, including the related Mortgage Loan Schedule, the rights of the Depositor under the Assignment Documents and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and interest due payable on such the Mortgage Loans on or before the Cut-off Date), and all other proceeds received in respect of such Mortgage Loans. The In addition to the conveyance of the Mortgage Loans, the Depositor herewith delivers does hereby convey, assign and set over to the Trustee an executed copy all of its right, title and interest in that portion of the Assignment and Assumption AgreementTrust Fund described in items (ii) through (viii) of the definition thereof. In additionconnection with the foregoing conveyance of the Mortgage Loans, on or prior to the Closing Date, the Supplemental Interest Trust Depositor (or the Mortgage Loan Seller at the direction of the Depositor) shall deliver to, and deposit with, the Custodian the Mortgage File with respect to each Mortgage Loan so assigned. In the event the Mortgage Loan Seller, as directed by the Depositor, cannot deliver any original document so required at the time of the Closing Date by reason of the fact that such document has not been returned by the appropriate public recording office, the Mortgage Loan Seller shall deliver such original document to the Custodian as promptly as possible upon receipt thereof from the appropriate public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Mortgage Loan Seller, as directed by the Depositor, shall deliver to the Custodian a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. Upon receipt from the Master Servicer from time to time of any additional original documents evidencing an assumption or modification of a Mortgage Loan approved by the Master Servicer, the Mortgage Loan Seller shall forward or cause to be forwarded to the Custodian such original documents and shall provide the Trustee with notice of the delivery thereof to the Custodian. The Mortgage Loan Seller shall execute (i) cause the Swap Assignments of Mortgage to be prepared and completed in the name of "Norwest Bank Minnesota, N.A., as Trustee" as provided in the Custodial Agreement and (ii) cause the Depositor hereby directs Assignments of Mortgage as so completed to be delivered for recording in the Supplemental Interest Trust appropriate public office for real property records within 180 days of the Closing Date, except that the Mortgage Loan Seller need not cause to be recorded any Assignment of Mortgage which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel acceptable to the Trustee and the Certificate Insurer, from local counsel, delivered by the Mortgage Loan Seller (at the Mortgage Loan Seller's expense) to do so. With the Trustee and the Certificate Insurer, the recordation of such assignment is not necessary to protect the Trustee's, the Certificateholders' and the Certificate Insurer's interest in the related Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Mortgage Loan Seller or RWT Holdings; provided, however, notwithstanding the delivery of any legal opinions, each Assignment of Mortgage shall be recorded upon the earliest to occur of (i) the direction by the Certificate Insurer, or (ii) any bankruptcy, insolvency or foreclosure with respect to any the related Mortgagor. In the case of Mortgage Loan Loans that does not have a first payment date during been prepaid in full as of the Due Period related to the first Distribution Closing Date, the Depositor shall deposit into Depositor, in lieu of delivering the Distribution Account on or before the Servicer Remittance Date relating above documents to the first Distribution DateCustodian, an amount equal to one month’s interest at will deposit in the related Net Mortgage Rate on Certificate Account the Cut-off Date Stated Principal Balance portion of such Mortgage Loanpayment that is required to be deposited in the Certificate Account pursuant to Section 5.01. It is the intention of this Agreement that the conveyance of the Depositor's right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If the assignment and transfer conveyance of the Mortgage Loans and from the other property specified in this Section 2.01 from Mortgage Loan Seller to the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be characterized as a pledge of security for and not a loansale, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) then the Depositor shall be deemed to have granted and does hereby grant transferred to the Trustee, for in addition to the benefit Trust Fund, all of the CertificateholdersDepositor's right, as title and interest in, to and under the obligation deemed to be secured by said pledge; and it is the intention of this Agreement that the Closing Date Mortgage Loan Seller and the Depositor shall also be deemed to have granted to the Trustee a perfected, first priority security interest in all of the entire Mortgage Loan Seller's and the Depositor's right, title title, and interest in, to, and under the obligation deemed to be secured by said pledge and that the Trustee and the Custodian shall be deemed to be an independent custodian for purposes of perfection of such security interest. If the Depositor in and to conveyance of the Mortgage Loans and all other property conveyed from the Depositor to the Trust Fund pursuant to Trustee is characterized as a pledge, it is the intention of this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) Agreement that this Agreement shall constitute a security agreement under applicable law. The Servicer , and that the Mortgage Loan Seller and the Depositor shall not be responsible or liable for any loss that occurs because an Assignment deemed to have granted to the Trustee a first priority security interest in all of Mortgage that is not required Loan Seller's and the Depositor's right, title and interest in, to and under the Mortgage Loans, all payments of principal of or interest on such Mortgage Loans, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds of any thereof. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be recorded pursuant to the terms collateral agent for the benefit of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Person.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after October 1, 2005 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Mortgage Loan Purchase Agreement. In addition, the Depositor hereby directs the Securities Administrator, on behalf of the Trustee, to execute, deliver and perform its obligations under the Interest Rate Cap Agreement and the Yield Maintenance Agreement and thereafter, on behalf of the Holders of the LIBOR Certificates. On or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Interest Rate Cap Agreement and the Depositor Yield Maintenance Agreement. The Seller, the Servicer, the Depositor, the Trustee, the Loan Performance Advisor, the Master Servicer and the Holders of the LIBOR Certificates, by acceptance of their Certificates, acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and the Yield Maintenance Agreement and shall do so solely in its capacity as Securities Administrator on behalf of the Trustee of the Trust Fund and not in its individual capacity. In addition, the Securities Administrator is hereby directs directed to make the Supplemental representations and warranties made in the Interest Rate Cap Agreement and the Yield Maintenance Agreement on behalf of the Trust Trustee to do sothe Interest Rate Cap Agreement Counterparty and the Yield Maintenance Agreement Counterparty. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate (plus the Master Servicing Fee Rate, Trustee Fee Rate and LPA Fee Rate) on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Custodian, on behalf of the Trustee, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan ScheduleSchedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the rights Mortgage File and all rights, if any, of the Depositor under in the Assignment and Assumption Agreement Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in the Kimball Lane Loan REMIC or REMIC I for the benefit of REMIC II and XXXXX XXX xx the Grantor Trust Fundfor the benefit of the Class A-1, Class X-1, Class X-2 and Class O Certificates. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the related rights and obligations of property accomplished hereby is absolute and is intended by the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagesale. In connection with such the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The transfer and assignment, assignment of any Non-Serviced Mortgage Loan to the Depositor does hereby deliver to, Trustee and deposit with the Custodian a copy right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Schedule in an electronic, machine readable medium, Pooling and Servicing Agreement and the following documents or instruments with respect to each related Non-Serviced Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) Possession of Mortgage ---------------------------------------------------- Files; Maintenance of Servicing Files. -------------------------------------- The DepositorCompany, concurrently with the execution and delivery hereof, on each Closing Date does hereby establish the Trust and sell, transfer, assign, set over and otherwise convey to the Trustee Purchaser, without recourse for recourse, but subject to the benefit terms of the Certificateholders this Agreement, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to the Mortgage Loans identified on in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company has delivered the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Documents for each Mortgage Loan in the Mortgage Loan Purchase Agreement Package to the Custodian. The contents of each Mortgage File not delivered to the Custodian are and all other assets included or to shall be included held in the Trust Fund. Such assignment includes all interest and principal received trust by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, Company for the benefit of the Certificateholders, Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the Closing Date a perfected, first priority security interest in contents of each Mortgage File and the entire right, title and interest originals of the Depositor documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and to such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all other property conveyed records and documents with respect to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible related Mortgage Loan prepared by or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to which come into the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure possession of the Servicer Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, reflect clearly the Depositor does hereby deliver to, and deposit with the Custodian a copy sale of the related Mortgage Loan Schedule to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in an electronicaccordance with written instructions from the Purchaser, machine readable medium, and unless such release is required as incidental to the following documents Company's servicing of the Mortgage Loans or instruments is in connection with respect to each a repurchase of any Mortgage Loan so transferred and assigned (eachpursuant to Section 3.03, a “Mortgage File”):3.06, or 6.02.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the Depositor’s rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreements, the Depositor’s rights under the Assignment, Assumption and Recognition Agreements, the Depositor’s rights under the all other assets included or to be included in REMIC 1, and the Trust Fundrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Lo ans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy copies of the Assignment Mortgage Loan Purchase Agreements. On or prior to the Closing Date, the Securities Administrator shall execute the Swap Agreement behalf of the Trust and Assumption Agreementthe Depositor hereby directs the Securities Administrator to do so. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Assignment, Assumption and Recognition Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy on behalf of the related Mortgage Loan Schedule Trustee, as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-Off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof), and all other assets included or to be included in the Trust FundREMIC I/II‑1 and REMIC III‑1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-Off Date and all unscheduled collections in respect of the Mortgage Loans received after July 1, 2005 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey assign to the Trustee Trustee, without recourse recourse, in trust for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights of the Depositor under the Assignment and Assumption Agreement and the each Mortgage Loan Purchase Agreement that are permitted to be assigned pursuant to Sections 14 or 15 thereof as applicable, (iii) the Initial Deposit, (iv) the Depositor's rights under each Pari Passu Intercreditor Agreement and (v) all other assets included or to be included in REMIC I for the Trust Fundbenefit of REMIC II and REMIC III and (vi) all other assets of the Trust. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the related rights and obligations of property accomplished hereby is absolute and is intended by the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagesale. In connection with such the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from the Cut-off Date. In connection with the transfer and assignmentassignment of each Pari Passu Loan to the Trustee, the Depositor does hereby deliver toto the Trustee, with a copy to the Servicer and deposit with the Custodian Special Servicer, a copy of the related Mortgage Loan Schedule in an electronic, machine readable mediumPari Passu Intercreditor Agreement, and assigns in trust to the following documents or instruments with respect to each Mortgage Trustee its rights as holder of such Pari Passu Loan so transferred and assigned (each, a “Mortgage File”):under the Pari Passu Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies (including the PMI Policy) in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Master Agreement (as assigned to the Depositor pursuant to the terms of the Assignment and Assumption Agreement and Agreement), (v) the Mortgage Loan Purchase Agreement and right to receive any amounts payable under the Cap Contract, (vi) all other assets included or to be included in the Trust FundFund and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal received due and collected by the Seller, the Depositor or the Servicer on or after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date)Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Floating Rate Certificates. The Depositor, the Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do soso solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. With respect In the event that the Trustee receives a termination payment under the Cap Contract, the Trustee shall deposit such termination payment into a separate account (the “Cap Termination Reserve Account”) and shall, on each Distribution Date following receipt of such termination payment (other than a Distribution Date described in the following sentence), withdraw from such account the Monthly Cap Termination Payment and distribute it in accordance with Section 4.01(d) of this Agreement. If a termination payment under the Cap Contract has been received, on (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to any zero, (ii) the final payment or other liquidation of the last Mortgage Loan that does not have a first payment date during in the Due Period related to Trust, (iii) the first Distribution Date, optional purchase by the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer Terminator of the Mortgage Loans and as described in Section 10.01 or (iv) the other property specified Distribution Date in this Section 2.01 from the Depositor to August 2035, the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loanshall withdraw all amounts remaining in the Cap Termination Reserve Account and distribute such amounts, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms if any, in accordance with Section 4.01 of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of MortgageAgreement. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with the Custodian a copy on behalf of the related Mortgage Loan Schedule in an electronicTrustee, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or after the Servicer on or Cut-Off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementLoans. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Yield Maintenance Provider to enter into the Yield Maintenance Agreement and with the Trustee. The Depositor hereby directs the Supplemental Interest Trust Trustee to do soexecute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreement. With respect to any Mortgage Loan that does not have a first payment date during Concurrently with the Due Period related to the first Distribution Dateexecution and delivery of this Agreement, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement, an amount equal including all rights of the Seller under the Servicing Agreement and the Letter Agreement to one monththe extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s interest at right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the related Net Mortgage Rate on Trustee of any obligation of the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Depositor, the assignment and transfer of Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementReconstitution Agreements. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. In addition, on or prior to the Closing Date, the Depositor shall cause FSA to deliver the Class A1 Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), and all other assets included or to be included in the Trust Fund. REMIC 0A or REMIC 0B. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off DateDate with respect to the Mortgage Loans). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPurchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of Trust Administrator as custodian for the related Mortgage Loan Schedule Trustee (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Closing Date Mortgage Loan so transferred and assigned and the Depositor, shall, in accordance with Section 2.07, deliver or cause to be delivered to the Trust Administrator with respect to each Subsequent Mortgage Loan, the following documents or instruments (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or after the Servicer on or Cut-Off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementLoans. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Yield Maintenance Provider to enter into the Yield Maintenance Agreement and with the Trustee. The Depositor hereby directs the Supplemental Interest Trust Trustee to do soexecute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreement. With respect to any Mortgage Loan that does not have a first payment date during Concurrently with the Due Period related to the first Distribution Dateexecution and delivery of this Agreement, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement, an amount equal including all rights of the Seller under the Servicing Agreement to one monththe extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s interest at right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the related Net Mortgage Rate on Trustee of any obligation of the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Depositor, the assignment and transfer of Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, Depositor concurrently with the execution and delivery hereofof this Agreement, does hereby establish the Trust sells, transfers and transfer, assign, set over and otherwise convey assigns to the Grantor Trustee without recourse for the benefit of the Certificateholders all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on in the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes including all interest and principal received by the Seller, the Depositor or the Servicer on or due with respect to the Mortgage Loans (other than after the Cut-off Date, but excluding any payments of principal and interest due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers ; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Trustee an executed copy of the Assignment and Assumption Agreement. In additionPayment Account, on or prior (iii) such assets relating to the Closing DateMortgage Loans as from time to time may be held by the Servicer in the Protected Account and the Securities Administrator in the Payment Account, (iv) any REO Property, (v) the Supplemental Interest Trust Trustee shall execute Required Insurance Policies and any amounts paid or payable by the Swap insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreement and the Depositor hereby directs Xxxxx Fargo Servicing Agreement and (viii) any proceeds of the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Dateforegoing (collectively, the “Grantor Trust Estate”). Although it is the intent of the Depositor shall deposit into and the Distribution Account on or before Grantor Trustee that the Servicer Remittance Date relating conveyance of the Depositor’s right, title and interest in and to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and other assets in the other property specified in this Section 2.01 from the Depositor Grantor Trust Estate to the Grantor Trustee pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, it is the Depositor intends that the rights and obligations intent of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date Grantor Trustee a perfected, first priority perfected security interest in all of the entire Depositor’s right, title and interest of the Depositor in in, to and to under the Mortgage Loans and all other property conveyed to assets in the Grantor Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions theretoEstate, and (ii) that this Agreement shall constitute a security agreement under applicable law. The Servicer Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall not be responsible or liable have been submitted for filing as of the Closing Date), any loss that occurs because an Assignment of Mortgage that is not continuation statements with respect thereto and any amendments thereto required to be recorded pursuant to reflect a change in the terms of this Agreement was not recorded name or not provided to the Servicer in a timely manner, including, but not limited to, any failure corporate structure of the Servicer Depositor or the filing of any additional UCC-1 financing statements, as are necessary to receive notices related to such Assignment of Mortgage. In connection with such transfer perfect and assignment, protect the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule Grantor Trustee’s interests in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):the proceeds thereof.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement Agreements and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received on and after May 25, 2007 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Mortage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor's rights under Section 17 thereof), all other assets included or to be included in REMIC 1, and the Trust Fundrights of the Depositor under the Swap Agreement. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and the Servicing Agreement, and all other assets included or to be included in the Trust Fund. REMIC I. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer executed copy of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of MortgageServicing Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of Trust Administrator, the related Mortgage Loan Schedule in an electronic, machine readable medium, documents and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned which are designated the "Mortgage Loan Documents" under the Servicing Agreement and which are listed on Exhibit C-1 to the Servicing Agreement (eacha "Mortgage File"). With respect to each Mortgage Note and Assignment endorsed in blank as of the Closing Date, within ninety (90) days of the Closing Date the Depositor shall cause such endorsements to be completed in the following form: "Pay to the order of Wachovia Bank, National Association, as Trustee, without recourse." Notwithstanding the foregoing, with respect to each Mortgage File, the parties hereto acknowledge that on the Closing Date, the Depositor will deliver to, and deposit with, the Trust Administrator, the Mortgage Note and will deliver the remaining contents of each Mortgage File within 60 days following the Closing Date. In instances where an original recorded Mortgage, power of attorney or any assumption, modification, consolidation or extension agreement cannot be delivered by the Depositor to the Trust Administrator within 60 days following the Closing Date, due to a delay in connection with the recording of such Mortgage, power of attorney or assumption, modification, consolidation or extension agreement, the Depositor may, in lieu of delivering such original recorded Mortgage, power of attorney or assumption, modification, consolidation or extension agreement referred to in Exhibit C-1 to the Servicing Agreement, deliver or cause to be delivered to the Trust Administrator a copy thereof, provided that the Depositor or the Originator certifies that the original Mortgage, power of attorney, assumption, modification, consolidation or extension agreement has been delivered for recordation. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Depositor may deliver or cause to be delivered, in lieu of such Mortgage or power of attorney, a “copy of such Mortgage or power of attorney bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where an Assignment in recordable form cannot be delivered by the Depositor to the Trust Administrator within 60 days following the Closing Date, due to a delay in connection with the recording of the Mortgage, the Depositor may, in lieu of delivering the completed Assignment in recordable form referred to in clause (e) of Exhibit C-1 to the Servicing Agreement to the Trust Administrator, deliver or cause to be delivered such Assignment to the Trust Administrator completed except for recording information. In all such instances, the Depositor will deliver or cause to be delivered the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Trust Administrator promptly upon receipt of such Mortgage or power of attorney. The Trustee shall enforce the obligations of the Originator under the Servicing Agreement to cause all Assignments referred to in clause (e) of Exhibit C-1 to the Servicing Agreement and, to the extent necessary, in clause (e) of Exhibit C-1 to the Servicing Agreement to be recorded. In the event that the Trustee has actual knowledge or has received written notice that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall cause the Originator to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Master Servicer or the Trust Administrator has actual knowledge or has received written notice that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer or the Trust Administrator, as the case may be, shall give prompt written notice thereof to the Trustee. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loans located in Florida and Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Trustee shall enforce the obligation of the Originator under the Servicing Agreement to submit each Assignment for recording, at the Originator's expense, upon the Trustee's gaining actual knowledge or written notice of the earliest to occur of: (i) direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of an event of default under the Servicing Agreement, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer under the Servicing Agreement, (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage and (vi) on or after the 90th day on which the payment for such Mortgage Loan was due and payable and not received. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses as Extraordinary Trust Fund Expenses. If the Master Servicer or the Trust Administrator has actual knowledge or has received written notice that any of the events described in clauses (i) through (vi) above shall have occurred, the Master Servicer or the Trust Administrator, as the case may be, shall give prompt written notice thereof to the Trustee. The Depositor shall deliver or cause to be delivered to the Trust Administrator promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the Mortgage Loan Seller, the Servicer, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File”):, such document shall be delivered promptly to the Trust Administrator. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee Trust Administrator, on behalf of the Trustee, an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Original Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of Trust Administrator, as custodian for the related Mortgage Loan Schedule Trustee (in an electronicwhich capacity the Trust Administrator will, machine readable mediumunless otherwise specified, and be acting under this Article II), the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Initial Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and each Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the any Servicer on or with respect to the Mortgage Initial Mortage Loans (other than payments of principal and interest due on such Initial Mortgage Loans on or before the Initial Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption each Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soYield Maintenance Agreement. With respect to any Initial Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date or any Subsequent Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date following the related Subsequent Transfer Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month’s 's interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Initial Mortage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Initial Mortage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of Trustee or the related Mortgage Loan Schedule in an electronicCustodian, machine readable medium, and the following documents or instruments with respect to each Mortgage Initial Mortage Loan so transferred and assigned the following documents or instruments with respect to each Subsequent Mortgage Loan (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), the rights of the Depositor under the Cap Agreement, and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, the Cap Agreement, the Cap Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Initial Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and each Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Initial Mortage Loans (other than payments of principal and interest due on such Initial Mortgage Loans on or before the Initial Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption each Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Initial Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date or any Subsequent Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date following the related Subsequent Transfer Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month’s 's interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Initial Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Initial Mortage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of Trustee or the related Mortgage Loan Schedule in an electronicCustodian, machine readable medium, and the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned the following documents or instruments with respect to each Subsequent Mortgage Loan (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Class I-A4 Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor’s rights under Section 17 thereof), all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Cap Agreements and the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Master Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementLoans. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Yield Maintenance Provider to enter into the Yield Maintenance Agreement and with the Securities Administrator. The Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do soexecute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreement. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related Notwithstanding anything provided herein to the first Distribution Datecontrary, each of the Depositor shall deposit into parties hereto agrees and acknowledges that, notwithstanding the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Datetransfer, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the conveyance and assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the Servicing Rights with respect to be a sale or is held or deemed to be a pledge the SRO Mortgage Loans. Concurrently with the execution and delivery of security for a loanthis Agreement, the Depositor intends that does hereby assign to the Trustee all of its rights and obligations interest under the Mortgage Loan Purchase Agreement, including all rights of the parties Seller under the Servicing Agreements to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be established entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements or pledge agreements relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of MortgageServicing Agreement. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or after the Servicer on or Cut-Off Date with respect to the Mortgage Loans (other than payments Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of principal and interest due on such the Mortgage Loans on or before by the Cut-off Date). The Depositor herewith delivers Seller to the Trustee an executed copy of Depositor pursuant to the Assignment and Assumption Mortgage Loans Purchase Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreements with the Trustee and on the Closing Date, the Seller shall execute transfer the Swap Agreement and Class Y Certificate to the Trustee as inducement to enter into the Yield Maintenance Agreements. The Depositor hereby directs the Supplemental Interest Trust Trustee to do soexecute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreements. With respect to any Mortgage Loan that does not have a first payment date during Concurrently with the Due Period related to the first Distribution Dateexecution and delivery of this Agreement, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement, an amount equal including all rights of the Seller under the Servicing Agreement to one monththe extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s interest at right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the related Net Mortgage Rate on Trustee of any obligation of the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Depositor, the assignment and transfer of Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor's rights under Section 17 thereof), all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Cap Agreements and the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPurchase Agreement. If the assignment and transfer of the Original Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and Trustee the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and each Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the any Servicer on or with respect to the Original Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption each Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Original Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Original Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronicTrustee or its custodian, machine readable medium, and the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned the following documents or instruments with respect to each Subsequent Mortgage Loan (each, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the SellerOriginator, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor Originator shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) the Depositor’s security interest in the Additional Collateral; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund; provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Master Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption AgreementLoans. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Yield Maintenance Provider to enter into the Yield Maintenance Agreement and with the Securities Administrator. The Depositor hereby directs the Supplemental Interest Trust Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreement. It is agreed and understood by the Depositor, the Seller and the Trustee to do so. With respect to that it is not intended that any Mortgage Loan be included in the Trust Fund that does not have is a first payment date during “High-Cost Home Loan” as defined in the Due Period related New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005. Notwithstanding anything provided herein to the first Distribution Datecontrary, each of the Depositor shall deposit into parties hereto agrees and acknowledges that, notwithstanding the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Datetransfer, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the conveyance and assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the related Servicing Rights with respect to be a sale or is held or deemed to be a pledge the SRO Mortgage Loans. Concurrently with the execution and delivery of security for a loanthis Agreement, the Depositor intends that does hereby assign to the Trustee all of its rights and obligations interest under the Mortgage Loan Purchase Agreement, including all rights of the parties Seller under the Servicing Agreements and the Assignment Agreements (as defined in the Mortgage Loan Purchase Agreement), each to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be established entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement and Assignment Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements or pledge agreements relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of MortgageServicing Agreement. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or after the Servicer on or Cut-Off Date with respect to the Mortgage Loans (other than payments Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. On the Closing Date, the Depositor shall transfer the Class Y Certificates to the Seller as partial consideration for the sale of principal and interest due on such the Mortgage Loans on or before by the Cut-off Date). The Depositor herewith delivers Seller to the Trustee an executed copy of Depositor pursuant to the Assignment and Assumption Mortgage Loan Purchase Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Trustee, and on the Closing Date, the Seller shall transfer the Class Y Certificates to the Trustee shall execute as inducement to enter into the Swap Agreement and the Yield Maintenance Agreement. The Depositor hereby directs the Supplemental Interest Trust Trustee to do soexecute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreement. With respect to any Mortgage Loan that does not have a first payment date during Concurrently with the Due Period related to the first Distribution Dateexecution and delivery of this Agreement, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement, an amount equal including all rights of the Seller under the Servicing Agreement to one monththe extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under each Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s interest at right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the related Net Mortgage Rate on Trustee of any obligation of the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Depositor, the assignment and transfer of Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as a Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Agreements (including, without limitation, the Depositor’s right in the representations and warranties and the repurchase obligations of the Originator and the Seller contained therein), all other assets included or to be included in REMIC I, payments made to the Trust FundSupplemental Interest Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement, payments made to the Supplemental Interest Trustee by the Cap Counterparty pursuant to the Cap Contract and the Supplemental Interest Trust. Such assignment includes all interest and principal received by the Seller, or on behalf of the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In additionMortgage Loan Purchase Agreements, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs Trustee on behalf of the Supplemental Interest Trust Certificateholders, acknowledges receipt of the same. All funds received by the Trustee to do so. With respect to any or the Servicer in connection with a Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account in respect of principal and interest due on such Mortgage Loans on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If shall be held by the assignment and transfer of the Mortgage Loans and the other property specified Trustee or Servicer in this Section 2.01 from trust for the Depositor and shall be forwarded to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge Depositor promptly following the date of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagereceipt. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy on behalf of the related Mortgage Loan Schedule in an electronic, machine readable medium, and Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.09, deliver or cause to be delivered to the Custodian, the following documents or instruments (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon (to the extent not retained by the Servicer in accordance with the provisions of this Agreement), received after November 26, 2004 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after July 1, 2002 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the PMI Policy. The Depositor hereby directs shall cause the Supplemental Interest Trust Trustee Certificate Insurer to do so. With respect to any Mortgage Loan that does not have a first payment date during deliver the Due Period related Certificate Insurance Policy to the first Distribution Date, Trust Administrator for the Depositor shall deposit into benefit of the Distribution Account on or before Trustee and the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanCertificateholders. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, (i) the Custodian a copy of Trust Administrator as custodian for the related Mortgage Loan Schedule Trustee (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan (other than a Washington Mutual Loan) and (ii) the Washington Mutual Custodian as custodian for the Trustee, the following documents or instruments with respect to each Washington Mutual Mortgage Loan, in each case, so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after September 1, 2002 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the PMI Policy. The Depositor hereby directs shall cause the Supplemental Interest Trust Trustee Certificate Insurer to do so. With respect to any Mortgage Loan that does not have a first payment date during deliver the Due Period related Certificate Insurance Policy to the first Distribution Date, Trustee and the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanCertificateholders. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, (i) the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan (other than a Washington Mutual Loan) and (ii) the Washington Mutual Custodian as custodian for the Trustee, the following documents or instruments with respect to each Washington Mutual Mortgage Loan, in each case, so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights of the Depositor under the Assignment and Assumption Agreement and the each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to the section thereof under the heading of "Benefit of Mortgage Loan Purchase Agreement," (iii) the Depositor's rights under each Co-Lender Agreement and each Other Pooling and Servicing Agreement, (iv) with respect to each Class of Floating Rate Certificates, the related Swap Transaction, the related Floating Rate Regular Interest and funds or assets from time to time on deposit in the related Floating Rate Account, and (v) all other assets included or to be included in REMIC I for the Trust Fundbenefit of REMIC II and REMIC III. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the related rights and obligations of property accomplished hereby is absolute and is intended by the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagesale. In connection with such the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The Trustee, by the execution and delivery of this Agreement, hereby agrees that each Senior Mortgage Loan and each Serviced Companion Loan remains subject to its related Co-Lender Agreement. The transfer and assignment, assignment of a Non-Trust Serviced Pari Passu Loan to the Depositor does hereby deliver to, Trustee and deposit with the Custodian a copy right to service such Mortgage Loan is subject to the terms and conditions of the related Mortgage Loan Schedule in an electronic, machine readable medium, Other Pooling and Servicing Agreement and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Co-Lender Agreement.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after October 1, 2002 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (except Section 9 thereof), the interest in the Limited Purpose Surety Bond transferred to the Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than but excluding any payments of principal and interest due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Mortgage Loan Purchase Agreement. In additionconnection with the transactions contemplated by this Agreement, on or prior to Cendant Mortgage Corporation and the Closing Date, the Supplemental Interest Trust Trustee shall execute enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Dateform of Exhibit K hereto, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties which Cendant Mortgage Corporation shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant assign to the Trustee, for the benefit of the Certificateholders, as all of the Closing Date a perfected, first priority security interest in the entire its right, title and interest of the Depositor in and to the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans, and the Trustee shall assume all of Cendant Mortgage Corporation's obligations under the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans from and all other property conveyed to after the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagedate hereof. In connection with such the transfer and assignmentassignment described herein, the Depositor does hereby Master Servicer on behalf of the Depositor, shall deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule in an electronicTrustee, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):instruments:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date)) including Principal Prepayments, and interest thereon, received after February 21, 2005, by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof), and all other assets included or to be included in the Trust FundREMIC I/II-1 and REMIC III-1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-Off Date and all unscheduled collections in respect of the Mortgage Loans received after July 1, 2005 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soPMI Policy. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. 2 If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement, the Interest Rate Swap Agreement and Swap Account, and all other assets included or to be included in the Trust Fund. REMIC I. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Assignment Mortgage Loan Purchase Agreement, and Assumption Agreementthe Trustee and the Trust Administrator acknowledge receipt of the same on behalf of the Certificateholders. In additionThe Depositor hereby directs the Trust Administrator to execute, on or prior to deliver and perform its obligations under the Closing DateInterest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee). The Depositor, the Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Administrator shall execute apply to the Trust Administrator’s execution of the Interest Rate Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance performance of such Mortgage Loan. If the assignment its duties and transfer satisfaction of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and its obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagethereunder. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Trustee or the Custodian a copy of the related Mortgage Loan Schedule in an electronicon its behalf, machine readable medium, and the following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), and all other assets included or to be included in the Trust Fund. REMIC 1A or REMIC 1B. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after March 1, 2002 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of Trust Administrator as custodian for the related Mortgage Loan Schedule Trustee (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of principal and interest due on such the Mortgage Loans on or before by the Cut-off Date). The Depositor herewith delivers Seller to the Trustee an executed copy of Depositor pursuant to the Assignment and Assumption Mortgage Loans Purchase Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Depositor shall execute cause the Swap Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Securities Administrator and on the Closing Date, the Seller shall transfer the Class Y Certificate to the Securities Administrator as inducement to enter into the Yield Maintenance Agreement. The Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do soexecute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreement. With respect to any Mortgage Loan that does not have a first payment date during Concurrently with the Due Period related to the first Distribution Dateexecution and delivery of this Agreement, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating does hereby assign to the first Distribution DateTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, an amount equal and shall be entitled to one month’s interest at exercise all rights of the related Net Depositor under the Mortgage Rate on Loan Purchase Agreement. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Cut-off Date Stated Principal Balance Trustee of such Mortgage Loan. If any obligation of the assignment and transfer of Depositor, the Seller or any other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Servicer Trustee on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after March 30, 2006 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and (other than the Depositor's rights under Section 17 thereof), all other assets included or to be included in REMIC 1, and the Trust Fundrights of the Depositor under each of the Cap Agreements. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after March 1, 2005 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Mortgage Loan Purchase Agreement. In addition, on or prior to each of the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Cap Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Class A2-B Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the rights related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Depositor under Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Assignment and Assumption Agreement and Depositor’s interest in any insurance policies in respect of the Mortgage Loan Purchase Agreement Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, due to the Depositor or the Servicer on or after the Cut-Off Date with respect to the Mortgage Loans (other than payments Loans. Concurrently with the execution and delivery of principal and interest due on such Mortgage Loans on or before this Agreement, the Cut-off Date). The Depositor herewith delivers does hereby assign to the Trustee an executed copy all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Assignment and Assumption Depositor under the Mortgage Loan Purchase Agreement. In additionThe foregoing sale, on transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or prior to assumption by the Closing DateTrustee of any obligation of the Depositor, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to Seller or any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of other Person in connection with the Mortgage Loans and the or any other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held agreement or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, instrument relating thereto except as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgagespecifically set forth herein. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian a copy of the related Mortgage Loan Schedule in an electronicas its designated agent, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):) so transferred and assigned:

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after April 21, 2005 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Yield Maintenance Agreements and the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust, any documents necessary to effectuate the listing of the Class A1 Certificates on the Irish Stock Exchange. Such direction includes, but is not limited to, the execution of the power of attorney attached hereto as Exhibit N. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with as of the execution and delivery hereofdate of this Agreement, does hereby establish the Trust and Trust, and, concurrently with the delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and each Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date)) including Principal Prepayments, and interest thereon, received after January 22, 2005 and January 26, 2005 with respect to the New Century Mortgage Loans and the WMC Mortgage Loans, respectively, by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption each Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorIn consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby establish the Trust and transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse for the benefit of the Certificateholders recourse, in trust, all the right, title and interest of the DepositorDepositor in and to the Trust Estate, including except that the Depositor does not assign to the Issuer any security interest therein of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SMI or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreement. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in and to connection with the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all or any other assets included agreement or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do soinstrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date during on or before the last day of the Due Period related to immediately preceding the first Distribution Payment Date, the Depositor shall shall, to the extent required, deposit into the Distribution Payment Account on or before the Servicer Remittance Payment Account Deposit Date relating to the first Distribution Payment Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If Loan on the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Cut Off Date.

Conveyance of Mortgage Loans. (a) The DepositorEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby establish the Trust and transfer, assign, set over and otherwise convey assign in trust to the Trustee Trustee, without recourse recourse, for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositorin, in to and to under (i) the Mortgage Loans identified on the Mortgage Loan ScheduleSchedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the rights Mortgage File and all rights, if any, of the Depositor under in the Assignment and Assumption Agreement Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan (v) with respect to the Class A-4FL Certificates, the Swap Contract, the Class A-4FL Regular Interest and funds or assets from time to time on deposit in the Floating Rate Account, and (vi) all other assets included or to be included in REMIC I, the Trust FundClass DP REMIC, the Class ST REMIC or the Excess Interest Grantor Trust. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer receivable on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the Cut-off Off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other related rights and property specified in this Section 2.01 accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Depositor Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee pursuant and the right to this Agreement is held or deemed not service such Mortgage Loans are subject to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights terms and obligations conditions of the parties shall be established pursuant related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of this the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related Loan Pair Intercreditor Agreement. The transfer and assignment of the 633 17th Street B Note to the Trustee and the right to service such 000 00xx Xxxxxx B Note is subject to the terms and conditions of thx XXXX 0000-X0 Xxoling and Servicing Agreement and thatthe related Intercreditor Agreement, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for by the benefit execution and delivery of the Certificateholdersthis Agreement, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss hereby agrees that occurs because an Assignment of Mortgage that is not required to be recorded pursuant such 633 17th Street B Note remains subject to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):Xxxxxxxxxxxxx Xxxeement.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Agreement, each Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Yield Maintenance Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, if any, a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Assignment Mortgage Loan Purchase Agreement and Assumption Agreementthe PMI Policy. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Cap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The DepositorEach of the Sponsor and, at the direction of the Sponsor given pursuant to the CREI Mortgage Loan Purchase Agreement, the Mortgage Loan Seller, concurrently with the its execution and delivery hereof, does hereby establish the Trust and assign, transfer, assign, set over sell and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSponsor and the Mortgage Loan Seller, including any security interest therein for the benefit of the Depositorrespectively, in in, to and to under the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement Schedule and all other assets included or to be included in the Trust Fund. REMIC I. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to (i) the Mortgage Loans as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received or receivable after the Cut-off Date (other than payments of principal principal, interest and interest other amounts due and payable on such the Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers , together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Trustee an executed copy Mortgage Loan Seller and the Additional Warranting Party; (ii) any REO Property acquired in respect of a Mortgage Loan; and (iii) such funds or assets as from time to time are deposited in the Assignment and Assumption Agreement. In addition, on or prior to the Closing DateDistribution Account, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Certificate Account and the Depositor hereby directs REO Account (if established). It is intended that the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer conveyance of the Mortgage Loans and the other related rights and property specified by the Sponsor and the Mortgage Loan Seller to the Trustee, as provided in this Section 2.01 from be, and be construed as, an absolute transfer of the Depositor Mortgage Loans by the Sponsor and the Mortgage Loan Seller to the Trustee pursuant for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Sponsor or the Mortgage Loan Seller to the Trustee to secure a debt or other obligation of the Sponsor or the Mortgage Loan Seller, as the case may be. However, in the event that the Mortgage Loans are held to be property of the Sponsor or the Mortgage Loan Seller, or if for any reason this Agreement is held or deemed not to create a security interest in the Mortgage Loans, then it is intended that, (i) this Agreement shall also be a sale or is held or deemed to be a pledge security agreement within the meaning of security for a loan, the Depositor intends that the rights Articles 8 and obligations 9 of the parties shall be established pursuant to New York Uniform Commercial Code and the terms Uniform Commercial Code of this Agreement and that, in such event, any other applicable jurisdiction; (iii) the Depositor conveyance provided for in this Section shall be deemed to have granted be a grant by the Sponsor and does hereby grant the Mortgage Loan Seller to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in all of their respective right (including the entire rightpower to convey title thereto), title and interest of the Depositor interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account, the Distribution Account or the REO Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Trustee or its agent of the Mortgage Notes and such other items of property conveyed as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" or possession by a purchaser or a Person designated by such secured party, for purposes of perfecting the security interest pursuant to the Trust Fund pursuant to this New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Section 2.01 9-305, 8-313 or 8-321 thereof); and all proceeds thereof, substitutions therefor and accessions thereto(d) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (iias applicable) this Agreement shall constitute a of the Trustee for the purpose of perfecting such security agreement interest under applicable law. The Sponsor, the Mortgage Loan Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Sponsor's direction, the Trustee shall execute and deliver, and the Master Servicer shall not (at its expense) file, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect and maintain the Trustee's security interest in or lien on the Trust Fund, including without limitation (A) continuation statements and (B) such other statements as may be responsible or liable for occasioned by any loss that occurs because an Assignment transfer of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure interest of the Trustee, the Master Servicer, the Special Servicer to receive notices related to such Assignment of Mortgageor the Sponsor in the Trust Fund. In connection with such transfer and assignmentherewith, the Depositor does hereby deliver to, and deposit with the Custodian a copy Trustee shall have all of the related Mortgage Loan Schedule rights and remedies of a secured party and creditor under the Uniform Commercial Code as in an electronic, machine readable medium, and force in the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):relevant jurisdiction.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), the rights of the Depositor under each of the Cap Agreements, and all other assets included or to be included in the Trust FundREMIC 1. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after May 1, 2004 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, each of the Cap Agreements, the Cap Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of the related Mortgage Loan Schedule Trustee as custodian (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):

Conveyance of Mortgage Loans. (a) The Depositor, Depositor concurrently with the execution and delivery hereofof this Agreement, does hereby establish the Trust sells, transfers and transfer, assign, set over and otherwise convey assigns to the Grantor Trustee without recourse for the benefit of the Certificateholders all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on in the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes including all interest and principal received by the Seller, the Depositor or the Servicer on or due with respect to the Mortgage Loans (other than after the Cut-off Date, but excluding any payments of principal and interest due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers ; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Trustee an executed copy of the Assignment and Assumption Agreement. In additionPayment Account, on or prior (iii) such assets relating to the Closing DateMortgage Loans as from time to time may be held by the Servicer in the Protected Account and the Securities Administrator in the Payment Account, (iv) any REO Property, (v) the Supplemental Interest Trust Trustee shall execute Required Insurance Policies and any amounts paid or payable by the Swap insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreement and the Depositor hereby directs Wxxxx Fargo Servicing Agreement and (viii) any proceeds of the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Dateforegoing (collectively, the “Grantor Trust Estate”). Although it is the intent of the Depositor shall deposit into and the Distribution Account on or before Grantor Trustee that the Servicer Remittance Date relating conveyance of the Depositor’s right, title and interest in and to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and other assets in the other property specified in this Section 2.01 from the Depositor Grantor Trust Estate to the Grantor Trustee pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, it is the Depositor intends that the rights and obligations intent of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date Grantor Trustee a perfected, first priority perfected security interest in all of the entire Depositor’s right, title and interest of the Depositor in in, to and to under the Mortgage Loans and all other property conveyed to assets in the Grantor Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions theretoEstate, and (ii) that this Agreement shall constitute a security agreement under applicable law. The Servicer Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall not be responsible or liable have been submitted for filing as of the Closing Date), any loss that occurs because an Assignment of Mortgage that is not continuation statements with respect thereto and any amendments thereto required to be recorded pursuant to reflect a change in the terms of this Agreement was not recorded name or not provided to the Servicer in a timely manner, including, but not limited to, any failure corporate structure of the Servicer Depositor or the filing of any additional UCC-1 financing statements, as are necessary to receive notices related to such Assignment of Mortgage. In connection with such transfer perfect and assignment, protect the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule Grantor Trustee’s interests in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):the proceeds thereof.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the each Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the each Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, Depositor concurrently with the execution and delivery hereofof this Agreement, does hereby establish the Trust sells, transfers and transfer, assign, set over and otherwise convey assigns to the Grantor Trustee without recourse for the benefit of the Certificateholders all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on in the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement and all other assets included or to be included in the Trust Fund. Such assignment includes including all interest and principal received by the Seller, the Depositor or the Servicer on or due with respect to the Mortgage Loans (other than after the Cut-off Date, but excluding any payments of principal and interest due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers ; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Trustee an executed copy of the Assignment and Assumption Agreement. In additionPayment Account, on or prior (iii) such assets relating to the Closing DateMortgage Loans as from time to time may be held by the Servicer in the Protected Account and the Securities Administrator in the Payment Account, (iv) any REO Property, (v) the Supplemental Interest Trust Trustee shall execute Required Insurance Policies and any amounts paid or payable by the Swap insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreement and the Depositor hereby directs Xxxxx Fargo Servicing Agreement, (viii) the Supplemental Interest Trust Trustee to do soproceeds of any Pledged Assets received by the Servicer and (ix) any proceeds of the foregoing. With respect to any Mortgage Loan that does not have a first payment date during Although it is the Due Period related to the first Distribution Date, intent of the Depositor shall deposit into and the Distribution Account on or before Grantor Trustee that the Servicer Remittance Date relating conveyance of the Depositor's right, title and interest in and to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and other assets in the other property specified in this Section 2.01 from the Depositor Trust Estate to the Grantor Trustee pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, it is the Depositor intends that the rights and obligations intent of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date Grantor Trustee a perfected, first priority perfected security interest in all of the entire Depositor's right, title and interest of the Depositor in in, to and to under the Mortgage Loans and all other property conveyed to assets in the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions theretoEstate, and (ii) that this Agreement shall constitute a security agreement under applicable law. The Servicer Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall not be responsible or liable have been submitted for filing as of the Closing Date), any loss that occurs because an Assignment of Mortgage that is not continuation statements with respect thereto and any amendments thereto required to be recorded pursuant to reflect a change in the terms of this Agreement was not recorded name or not provided to the Servicer in a timely manner, including, but not limited to, any failure corporate structure of the Servicer Depositor or the filing of any additional UCC-1 financing statements, as are necessary to receive notices related to such Assignment of Mortgage. In connection with such transfer perfect and assignment, protect the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule Grantor Trustee's interests in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):the proceeds thereof.

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the each Assignment and Assumption Agreement and the each Mortgage Loan Purchase Agreement (other than any First Payment Default Purchase Premiums) and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee and the Securities Administrator an executed copy of the each Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian a copy of the related Mortgage Loan Schedule in an electronic, machine readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and Agreement, the Mortgage Loan Purchase Agreement and Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received by the Seller, the Depositor Depositor, the Servicer or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date), including Principal Prepayments, and interest thereon, received after November 17, 2004 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. The Depositor herewith delivers to the Trustee an executed copy of the Assignment and Assumption Reconstitution Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement Yield Maintenance Agreements and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage Loan. In addition, on or prior to the Closing Date, the Depositor shall cause FSA to deliver the Class A1 Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust and transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Assignment and Assumption Agreement and the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund. REMIC 1A or REMIC 1B. Such assignment includes all interest and principal received by the Seller, the Depositor or the Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after May 1, 2002 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trust Administrator on behalf of the Trustee an executed copy of the Assignment and Assumption Agreement. In addition, on or prior to the Closing Date, the Supplemental Interest Trust Trustee shall execute the Swap Mortgage Loan Purchase Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. With respect to any Mortgage Loan that does not have a first payment date during the Due Period related to the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Servicer Remittance Date relating to the first Distribution Date, an amount equal to one month’s interest at the related Net Mortgage Rate on the Cut-off Date Stated Principal Balance of such Mortgage LoanPMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, substitutions therefor and accessions thereto, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Servicer shall not be responsible or liable for any loss that occurs because an Assignment of Mortgage that is not required to be recorded pursuant to the terms of this Agreement was not recorded or not provided to the Servicer in a timely manner, including, but not limited to, any failure of the Servicer to receive notices related to such Assignment of Mortgage. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with with, the Custodian a copy of Trust Administrator as custodian for the related Mortgage Loan Schedule Trustee (in an electronicwhich capacity it will, machine readable mediumunless otherwise specified, and be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (eachwith respect to each Mortgage Loan, a “"Mortgage File”"):