Common use of Conveyance of the Mortgage Loans Clause in Contracts

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this Agreement.

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and Indenture Trustee, for the Conduit Seller with respect to benefit of the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrust, without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to the (i) each Mortgage Loans, including (a) all principal collected and interest due Loan listed on the Mortgage Loans Loan Schedule on the Closing Date and the related Mortgage File (including the related Mortgage Note and Mortgage), including its Cut-Off Date Principal Balance (including all rights of the Depositor pursuant to the Mortgage Loan Purchase Agreement to purchase Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of this Agreement) and all related collections in respect of interest and principal received after the Cut-Off Date (excluding interest due on or prior to the Cut-off Date); (ii) related property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any related insurance policies maintained in respect of the Mortgage Loans (including any hazard, flood or title insurance proceeds); (iv) the Collection Account, the Reserve Account, the Payment Account, and all funds and other property on deposit from time to time therein; (v) all other assets included or to be included in the Trust for the benefit of the Noteholders, the Certificateholders and the Insurer (provided, however, that neither the Indenture Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Indenture Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversionforegoing (collectively, voluntary or involuntary, the "Conveyed Assets"). Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the foregoing; corpus of the Trust. The Indenture Trustee, by its execution and delivery of this Agreement, acknowledges its acceptance of all right, title and interest in and to the Conveyed Assets and declares that the Indenture Trustee holds and will hold such right, title and interest on behalf of the Trust for the benefit of all then present and future Noteholders, upon the terms set forth in this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Insurer to deliver the Policy to the Indenture Trustee. The Seller, the Depositor and the Indenture Trustee agree to take or cause to be taken such actions (bincluding without limitation the filing of the UCC-1 financing statements in the States of California, in the case of the Seller, and the State of Delaware, in the case of the Depositor (which shall have been filed on or before the Closing Date) describing the rights Cut-Off Date Principal Balances and Additional Balances related to the Mortgage Loans, and naming the Seller as debtor and the Depositor as secured party, in the case of each the Seller, and naming the Depositor as debtor and the Indenture Trustee as secured party, in the case of the Depositor, and any amendments to such UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller, the Depositor, or the Indenture Trustee, as the case may be, or the filing of any additional financing statement due to the change in the jurisdiction of formation of the Seller, the Depositor or the Indenture Trustee, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor's interest in the case of the Seller and the Conduit Seller Indenture Trustee's (on behalf of the Trust) and the Insurer's interest in the case of the Depositor, in each of case describing Cut-Off Date Principal Balance and the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage Loans, cash proceedsthe remainder of the trust estate and the proceeds thereof. In addition, accountsthe Servicer agrees to file continuation statements with respect to such UCC-1 financing statements as required and as long as this Agreement remains outstanding with such authorization and information as may be necessary to make such filing to be provided by the applicable parties. In the event any loss is suffered by the Insurer or the Indenture Trustee, accounts receivableon behalf of the Trust, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment in respect of any Mortgage Loan, as a result of a failure by the Seller or the Depositor to file the UCC-1 financing statements when required to perfect or maintain the perfection of the Indenture Trustee's security interest hereunder and every kindafford it first priority, and other forms of obligations and receivables which at any time constitute all or part of or are included the Seller shall, on the Business Day next preceding the Payment Date in the proceeds of any of month following the foregoing) to pay Collection Period during which such loss occurred, purchase such Mortgage Loan. Such purchase shall be accomplished in the Certificates same manner as specified herein (the "Mortgage Loan Assets")set forth in Section 2.02. The DepositorIn addition, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys on or prior to the Trustee Closing Date, the Depositor shall cause the Insurer to deliver the Policy to the Indenture Trustee, for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. The Seller In consideration of the purchase price of the Mortgage Loans, subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall, and by execution of this Agreement hereby does, sell, transfer, assign absolutely, set over and otherwise convey to the Trustee without recourse, except for the terms of this Agreement, on behalf of the Trust and the Trustee on behalf of the Trust shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Company in and to the Mortgage Loans, including, without limitation, any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion thereof, voluntary or involuntary, and all interest and principal received by the Company on or with respect to the Seller Mortgage Loans on and after the Conduit Seller Cut-off Date, (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for the benefit of the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Conduit Mortgage Loans each hereby bargainsLoans, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and (v) all amounts held for the exclusive benefit Trust in the Certificate Account, (vi) all rights under the CIT Purchase Agreements, and (vii) all proceeds in any way derived from any of the Holders foregoing. The parties intend that the conveyance of the Certificates, all of its Company's right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on Loans pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Mortgage Loans shall be an amount equal to $500,068,599.83. Such purchase price shall be payable in immediately available funds on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClosing Date.

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The DepositorSponsor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys or shall request or cause to the Trustee for the benefit of the Holders of the Certificatesbe transferred, sold, assigned, set over and otherwise conveyed, without recourse, for good and valuable consideration, to the Holding Trust, and the Holding Trust hereby transfers, assigns, sets over and otherwise conveys, without recourse, for good and valuable consideration, to the Trust, for pledge to the Indenture Trustee, on behalf of the Noteholders and the Note Insurer, all the right, title and interest of the Depositor Sponsor or the Holding Trust, as the case may be, in and to (i) the Mortgage Loans, (ii) such amounts in all Accounts including principal collected and interest accrued in respect of the related Mortgage Loans on or after the Initial Cut-Off Date, each Subsequent Cut-Off Date and each Replacement Cut-Off Date, as applicable, including Eligible Investments, as may from time to time may be held in such Accounts (except any Premium Recapture and interest accrued prior to the Initial Cut-Off Date, each Subsequent Cut-Off Date and each Replacement Cut-Off Date, as applicable and except for net investment earnings on the Principal and Interest Account, the Capitalized Interest Account and the Note Account), (iii) any Property, the ownership of which has been effected on behalf of the Trust Estateas a result of foreclosure or acceptance by the Master Servicer of a deed in lieu of foreclosure and that has not been withdrawn from the Trust, (iv) any Mortgage Insurance Policies relating to the Mortgage Loans and any rights of the Sponsor or any Originator under any Mortgage Insurance Policies, (v) Net Liquidation Proceeds with respect to any Liquidated Mortgage Loan, (vii) the rights of the Sponsor against any Originator pursuant to the Mortgage Loan Transfer Agreement and (viii) any other assets included or to be included in the Trust Estate for pledge to the Indenture Trustee on behalf of the Noteholders and the Note Insurer. In addition, on or prior to the Closing Date, the Sponsor shall cause the Note Insurer to deliver the Policy to the Indenture Trustee, on behalf of the Noteholders. The Trustee acknowledges such saletransfer of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trust is absolute and is intended by the Sponsor, accepts the trusts hereunder in accordance with Holding Trust, the provisions hereof Noteholders and agrees all parties hereto to perform be treated as a sale by the duties herein in accordance with Sponsor to the provisions of this AgreementHolding Trust, and by the Holding Trust to the Trust.

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The DepositorCompany, concurrently with the execution and delivery hereof, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Trustee Trustee, on behalf of the Trust, without recourse, for the benefit of the Holders of the Certificates, without recourseCertificateholders, all the right, title and interest of the Depositor Company, including any security interest therein for the benefit of the Company, in and to the Trust EstateMortgage Loans identified on the Mortgage Loan Schedule, the rights of the Company under the Mortgage Loan Purchase Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Company 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 Company herewith delivers to the Trustee acknowledges and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In connection with such saletransfer and assignment, accepts the trusts hereunder in accordance Company does hereby deliver to, and deposit with the provisions hereof Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and agrees as further described in the Custodial Agreement, the Custodian will be required to perform review such Mortgage Loan Documents and deliver to the duties herein Trustee, the Company, the Servicer and the Seller certifications (in accordance the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the provisions Custodial Agreement the Company will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Company to the Custodian as more particularly set forth therein. The Master Servicer hereby acknowledges the receipt by it of this cash in an amount equal to $75,762.99 (the "Special Deposit"), representing interest at the Mortgage Rate, for the calendar month of April 2004, for those Mortgage Loans which do not have Monthly Payments due on May 1, 2004. The Master Servicer shall hold such amount in the Custodial Account and shall include such amount in the Available Distribution Amount for the Distribution Date in May 2004. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.. The Company shall deliver or cause the Seller to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, Trust without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to (i) each Mortgage Loan and the related Mortgage LoansFile, including its Cut-Off Date Principal Balance (aincluding all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal collected received after the related Cut-Off Date; (ii) property that secured a Mortgage Loan and interest due on which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) any insurance policies maintained in respect of the Mortgage Loans (including any insurance proceeds); (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all proceeds of the foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Depositor agree to take or cause to be taken such actions (including without limitation (i) the filing of the UCC-1 financing statements with the Secretary of State of the State of [________], in the case of the Seller, and the Secretary of State of the State of Delaware, in the case of the Depositor and the Trust, in each case by no later than 10 days after the Closing Date, describing the Cut-Off Date Principal Balances and any and all other benefits accruing from Additional Balances related to the Mortgage Loans which and (x) naming the Seller as debtor and the Conduit Depositor as secured party, in the case of the UCC-1 financing statement for the Seller, respectively(y) naming the Depositor as debtor and the Trust as secured party, is causing in the case of the UCC-1 financing statement for the Depositor, and (z) naming the Trust as debtor and the Indenture Trustee as secured party, in the case of the UCC-1 financing statement for the Trust, and (ii) the filing of any amendments to be delivered such UCC-1 financing statements required to reflect a change in the Trustee name or jurisdiction of organization of the Seller, the Depositor or the Custodian Trust, as designee the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest, in the case of the TrusteeSeller, together with the related Mortgage Documents Trust’s interest, in the case of the Depositor, and the Seller's Class A Noteholders’, the Indenture Trustee’s and Conduit Seller's respective interest the Insurer’s interests, in any Property, and all payments thereon and proceeds the case of the conversionTrust, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; Cut-Off Date Principal Balance and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage LoansLoans and the proceeds thereof. In addition, cash proceedsthe Master Servicer agrees to file or cause to be filed continuation statements with respect to such financing statements as required and for as long as this Agreement and the Indenture remain outstanding. In the event any loss is suffered by the Insurer or the Indenture Trustee, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment on behalf of the Class A Noteholders in respect of any and every kindMortgage Loan as a result of a failure by the Seller or the Depositor to file on or prior to the Closing Date the UCC-1 financing statements referred to in this Section 2.01, and other forms of obligations and receivables which at any time constitute all or part of or are included the Seller shall on the Business Day next preceding the Payment Date in the proceeds of any of month following the foregoing) to pay Due Period during which such loss occurred purchase such Mortgage Loan. Such purchase shall be accomplished in the Certificates same manner as specified herein (the "Mortgage Loan Assets")set forth in Section 2.02. The DepositorIn addition, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The DepositorSponsor, concurrently with the execution and delivery hereof, hereby sells, assigns, transfers, assigns, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise conveyed to Holding, and Holding hereby purchases and acquires, without recourse (subject to the Trustee for the benefit of the Holders of the Certificates, without recourseSponsor's obligations herein), all the right, title and interest of the Depositor Sponsor in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including all Additional Balances) and all principal and interest collections in respect thereof on or after the respective Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Sponsor's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all of the Sponsor's rights and benefits, but none of its obligations or burdens, under Sections 2.03, 2.05, 4.01, 4.02 and 4.04 (other than the fourth paragraph thereof) of the Purchase Agreement, including all of the Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under Sections 4.01 and 4.02 of the Purchase Agreement; (v) all Mortgage Files and other documents relating to the foregoing; (vi) all amounts held in the Accounts (excluding net investment earnings on the Principal and Interest Account, the Note Account and the Capitalized Interest Account); (vii) all proceeds with respect to the foregoing; and (viii) all other assets included or to be included in the Trust Estate. The Trustee acknowledges such saleEstate created under the Indenture for the benefit of Noteholders and the Insurer; provided, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this Agreement.however, that neither

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, Trust without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to (i) each Mortgage Loan and the related Mortgage LoansFile, including its Cut-Off Date Principal Balance (aincluding all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal collected and interest due on the Mortgage Loans on and received after the Cut-Off Date Date; (ii) property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any insurance policies maintained in respect of the Mortgage Loans (including any Insurance Proceeds); (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) its rights under the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) the Demand Note; (vii) all other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (viii) any and all other benefits accruing from proceeds of the Mortgage Loans which foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Conduit Seller, respectively, is causing Depositor agree to take or cause to be delivered to taken such actions (including without limitation the Trustee or the Custodian as designee filing of the Trustee, together with UCC-1 financing statements filed in the related Mortgage Documents and [State of Seller’s Incorporation] in the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each case of the Seller and the Conduit Seller in each State of Delaware the case of the MI Policies relating to Depositor (which shall have been filed within 20 days of the applicable Group I Mortgage Loans; Closing Date) describing the Cut-Off Date Principal Balances and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage LoansLoans and naming the Seller as debtor and the Depositor as secured party, cash proceedsin the case of the Seller, accountsand naming the Depositor as debtor and the Indenture Trustee as secured party, accounts receivablein the case of the Depositor and any amendments to such UCC-1 financing statements required to reflect a change in the name of corporate structure of the Seller or the Depositor, notesas the case may be, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment or the filing of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included additional financing statement due to the change in the proceeds principal office or jurisdiction of incorporation of the Seller or the Depositor, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest in the case of the foregoing) to pay Seller and the Certificates as specified herein (Class A Noteholders’, the "Mortgage Loan Assets"). The Depositor, concurrently with Indenture Trustee’s and the execution Insurer’s interests in the case of the Depositor in each Cut-Off Date Principal Balance and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys Additional Balances related to the Mortgage Loans and the proceeds thereof. In the event any loss is suffered by the Insurer or the Indenture Trustee, on behalf of the Class A Noteholders in respect of any Mortgage Loan, as a result of a failure by the Seller or the Depositor to file on or prior to the Closing Date the UCC-1 financing statements referred to in this Section 2.01, the Seller shall on the Business Day next preceding the Payment Date in the month following the Due Period during which such loss occurred purchase such Mortgage Loan. Such purchase shall be accomplished in the same manner as set forth in Section 2.02. In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, Trust without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to (i) each Mortgage Loan and the related Mortgage LoansFile, including its Cut-Off Date Principal Balance (aincluding all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal collected and interest due on the Mortgage Loans on and received after the Cut-Off Date Date; (ii) property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any insurance policies maintained in respect of the Mortgage Loans (including any Insurance Proceeds); (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) its rights under the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all other benefits accruing from proceeds of the Mortgage Loans which foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Conduit Seller, respectively, is causing Depositor agree to take or cause to be delivered to taken such actions (including without limitation the Trustee or the Custodian as designee filing of the Trustee, together with UCC-1 financing statements filed in the related Mortgage Documents and State of [_________] in the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each case of the Seller and the Conduit Seller in each State of [_________] the case of the MI Policies relating to Depositor (which shall have been filed within 20 days of the applicable Group I Mortgage Loans; Closing Date) describing the Cut-Off Date Principal Balances and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage LoansLoans and naming the Seller as debtor and the Depositor as secured party, cash proceedsin the case of the Seller, accountsand naming the Depositor as debtor and the Indenture Trustee as secured party, accounts receivablein the case of the Depositor and any amendments to such UCC-1 financing statements required to reflect a change in the name of corporate structure of the Seller or the Depositor, notesas the case may be, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment or the filing of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included additional financing statement due to the change in the proceeds principal office or jurisdiction of incorporation of the Seller or the Depositor, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest in the case of the foregoing) to pay Seller and the Certificates as specified herein (Class A Noteholders’, the "Mortgage Loan Assets"). The Depositor, concurrently with Indenture Trustee’s and the execution Insurer’s interests in the case of the Depositor in each Cut-Off Date Principal Balance and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys Additional Balances related to the Mortgage Loans and the proceeds thereof. In the event any loss is suffered by the Insurer or the Indenture Trustee, on behalf of the Class A Noteholders in respect of any Mortgage Loan, as a result of a failure by the Seller or the Depositor to file on or prior to the Closing Date the UCC-1 financing statements referred to in this Section 2.01, the Seller shall on the Business Day next preceding the Payment Date in the month following the Due Period during which such loss occurred purchase such Mortgage Loan. Such purchase shall be accomplished in the same manner as set forth in Section 2.02. In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, assigns, transfers, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise conveyed to the Depositor, and the Depositor hereby purchases and acquires, without recourse (subject to the Seller's obligations herein), all right, title and interest of the Seller in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including all Additional Balances) and all principal and interest collections in respect thereof after the Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Seller's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all Mortgage Files and other documents relating to the foregoing; (v) all amounts held in the Accounts (excluding net investment earnings on the Principal and Interest Account and the Note Account); (vi) all proceeds with respect to the Seller Mortgage Loans foregoing; and (vii) all other assets included or to be included in the Trust Estate created under the Indenture for the benefit of Noteholders and the Conduit Seller with respect Insurer; provided, however, that neither the Depositor nor any of its Assignees (including the Trust and the Indenture Trustee) shall assume any obligation under any Credit Line Agreement that provides for the funding of future advances to the Conduit Mortgage Loans each hereby bargainsMortgagor thereunder, sellsit being understood that neither the Depositor nor any of its Assignees (including the Trust and the Indenture Trustee) shall be required or permitted to fund any such future advances. On or before the Closing Date, conveys, assigns and transfers the Seller will cause the Insurer to deliver the Policy to the Depositor, in trust, without recourse and Indenture Trustee for the exclusive benefit of the Holders Noteholders of the CertificatesNotes. As full consideration for the Seller's sale, assignment, transfer, set-over and conveyance to the Depositor of all of its right, title and interest in and to the Mortgage LoansLoans and the other rights and properties specified above, including the Depositor shall (aA) all principal collected and interest due on pay to or upon the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which order of the Seller and $667,327,500 in immediately available funds representing the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, sale of the foregoing; Notes, net of any underwriting discounts and other transaction costs (bincluding the cost of obtaining the Policy as described above), and (B) direct the rights issuance of each one or more Certificates evidencing in the aggregate 100% of the beneficial ownership interest in the Trust to or upon the order of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitationor its designees, all proceeds of any mortgage insurance (in addition to such amounts as the MI Policies), flood insurance, hazard insurance and title insurance policy relating to Seller shall determine on or before the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClosing Date.

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The DepositorCompany, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Holders Owners of the Certificates, without recourseCertificates and the Certificate Insurer, all the right, title and interest of the Depositor Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; PROVIDED, HOWEVER, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust Estateand that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee acknowledges as the secured party in such salefinancing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, accepts title and interest in the trusts hereunder Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in accordance with the provisions hereof Mortgage Loans and agrees to perform the duties herein in accordance with the provisions of this Agreementrelated Files.

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, Trust without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to (i) each Initial Mortgage Loan and the related Mortgage File, including its Cut-Off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal received after the related Cut-Off Date; (ii) property that secured an Initial Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any insurance policies maintained in respect of the Initial Mortgage Loans (including any insurance proceeds); (iv) the Collection Account, the Distribution Account, the Pre-Funding Account, the Capitalized Interest Account and all funds and other property on deposit from time to time therein; (v) its rights under the Mortgage Loan Purchase Agreement (excluding its rights to indemnification under the indemnification provisions thereof) and including the right to purchase Subsequent Mortgage Loans (and the property relating to such Subsequent Mortgage Loans, including ) and all collections in respect of interest and principal on the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date; (avi) all principal collected other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and interest due on the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Loans on Note for the funding of future Draws to the Mortgagor thereunder, and after neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all proceeds of the foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the corpus of the Trust. The Seller and the Depositor agree to take or cause to be taken such actions (including without limitation the filing of the UCC-1 financing statements filed in the State of Tennessee in the case of the Seller and the State of Delaware the case of the Depositor (which shall have been filed within 10 days of the Closing Date) describing the Cut-Off Date Principal Balances and any and all other benefits accruing from Additional Balances related to the Mortgage Loans which and naming the Seller as debtor and the Conduit Depositor as secured party, in the case of the Seller, respectivelyand naming the Depositor as debtor and the Indenture Trustee as secured party, is causing in the case of the Depositor and any amendments to be delivered such UCC-1 financing statements required to reflect a change in the name of corporate structure of the Seller or the Depositor, as the case may be, or the filing of any additional financing statement due to the Trustee change in the principal office or jurisdiction of incorporation of the Seller or the Custodian Depositor, as designee the case may be, within 30 days of any event necessitating such filing as are necessary to perfect and protect the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each case of the Seller and the Conduit Seller Class A Noteholders’, the Indenture Trustee’s and the Insurer’s interests in the case of the Depositor in each of the MI Policies relating to the applicable Group I Mortgage Loans; Cut-Off Date Principal Balance and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage LoansLoans and the proceeds thereof. In addition, cash proceedsthe Servicer agrees to file continuation statements with respect to such financing statements as required and for as long as this Agreement and the Indenture remain outstanding. In the event any loss is suffered by the Insurer or the Indenture Trustee, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment on behalf of the Class A Noteholders in respect of any and every kindMortgage Loan, and other forms as a result of obligations and receivables which at any time constitute all a failure by the Seller or part of the Depositor to file on or are included prior to the Closing Date the UCC-1 financing statements referred to in this Section 2.01, the Seller shall on the Business Day next preceding the Payment Date in the proceeds of any of month following the foregoing) to pay Due Period during which such loss occurred purchase such Mortgage Loan. Such purchase shall be accomplished in the Certificates same manner as specified herein (the "Mortgage Loan Assets")set forth in Section 2.02. The DepositorIn addition, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. (a) The Seller Sponsor, concurrently with the execution and delivery hereof, hereby sells, assigns, transfers, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise conveyed to the Trust, and the Trust hereby purchases and acquires, without recourse (subject to the Sponsor's obligations herein), all right, title and interest of the Sponsor in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including all Additional Balances) and all principal and interest collected in respect thereof on or after the respective Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Sponsor's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all of the Sponsor's rights and benefits, but none of its obligations or burdens, under Sections 2.03, 2.05, 4.01, 4.02 and 4.04 (other than the fourth paragraph thereof) of the Purchase Agreement, including all of the Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under Sections 4.01 and 4.02 of the Purchase Agreement; (v) all Mortgage Files and other documents relating to the foregoing; (vi) all amounts held in the Accounts (excluding net investment earnings on the Principal and Interest Account, the Note Account and the Capitalized Interest Account); (vii) all proceeds with respect to the Seller Mortgage Loans foregoing; and (viii) all other assets included or to be included in the Conduit Seller with respect to Trust Estate created under the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and Indenture for the exclusive benefit of the Holders Noteholders and the Insurer; provided, however, that neither the Trust nor any of its Assignees (including the CertificatesIndenture Trustee) shall assume any obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, it being understood that neither the Trust nor any of its Assignees (including the Indenture Trustee) shall be required or permitted to fund any such future advances. As full consideration for the Sponsor's sale, assignment, transfer, set-over and conveyance to the Trust of all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Sellerother rights and properties specified above, respectively, is causing the Trust shall (A) pay to be delivered or upon the order of the Sponsor that amount in immediately available funds equal to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, sale of the foregoing; Notes, net of any underwriting discounts and other transaction costs (b) including the rights cost of each obtaining the Policy as described above and the expenses referred to in Section 2.01 of the Seller Purchase Agreement), and (B) direct the Conduit Seller issuance of one or more Certificates evidencing in each the aggregate 100% of the MI Policies relating beneficial ownership interest in the Trust to or upon the applicable Group I Mortgage Loans; and (c) proceeds order of all the foregoing (including, but not by way of limitationSponsor or its designees, all proceeds of any mortgage insurance (in addition to such amounts as the MI Policies), flood insurance, hazard insurance and title insurance policy relating to Sponsor shall determine on or before the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClosing Date.

Conveyance of the Mortgage Loans. (a) The Seller Depositor, concurrently with respect the execution and delivery of this Agreement, does hereby transfer, assign, set over and otherwise convey to the Seller Mortgage Loans and Indenture Trustee, for the Conduit Seller with respect to benefit of the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrust, without recourse (subject to Sections 2.02 and for the exclusive benefit of the Holders of the Certificates, 2.04) all of its right, title and interest in and to the (i) each Mortgage Loans, including (a) all principal collected and interest due Loan listed on the Mortgage Loans Loan Schedule on the Closing Date and the related Mortgage File (including the related Mortgage Note and Mortgage), including its Cut-Off Date Principal Balance (including all rights of the Depositor pursuant to the Mortgage Loan Purchase Agreement to purchase Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of this Agreement) and all related collections in respect of interest and principal received after the Cut-Off Date Date; (ii) related property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any related insurance policies maintained in respect of the Mortgage Loans (including any hazard, flood or title insurance proceeds); (iv) the Collection Account, the Payment Account, the Reinvestment Account, the Revolving Period Funding Account and all funds and other property on deposit from time to time therein; (v) all other assets included or to be included in the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Indenture Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Indenture Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversionforegoing (collectively, voluntary or involuntary, the “Conveyed Assets”). Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and therefore will be part of the foregoing; corpus of the Trust. The Indenture Trustee, by its execution and delivery of this Agreement, acknowledges its acceptance of all right, title and interest in and to the Conveyed Assets and declares that the Indenture Trustee holds and will hold such right, title and interest on behalf of the Trust for the benefit of all then present and future Class A Noteholders, upon the terms set forth in this Agreement. The Trust created hereby shall be constituted solely for the purpose of acquiring the Conveyed Assets and issuing the Class A Notes, as provided for herein. In addition, on or prior to the Closing Date, the Depositor shall cause the Insurer to deliver the Note Policy to the Indenture Trustee. The Seller, the Depositor and the Indenture Trustee agree to take or cause to be taken such actions (bincluding without limitation the filing of the UCC-1 financing statements in the States of California, in the case of the Seller, and the State of Delaware, in the case of the Depositor (which shall have been filed on or before the Closing Date) describing the rights Cut-Off Date Principal Balances and Additional Balances related to the Mortgage Loans, and naming the Seller as debtor and the Depositor as secured party, in the case of each the Seller, and naming the Depositor as debtor and the Indenture Trustee as secured party, in the case of the Depositor, and any amendments to such UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller, the Depositor, or the Indenture Trustee, as the case may be, or the filing of any additional financing statement due to the change in the jurisdiction of formation of the Seller, the Depositor or the Indenture Trustee, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest in the case of the Seller and the Conduit Seller Indenture Trustee’s (on behalf of the Trust) and the Insurer’s interest in the case of the Depositor, in each of case describing Cut-Off Date Principal Balance and the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating Additional Balances related to the Mortgage Loans, cash proceedsthe remainder of the trust estate and the proceeds thereof. In addition, accountsthe Servicer agrees to file continuation statements with respect to such UCC-1 financing statements as required and as long as this Agreement remains outstanding with such authorization and information as may be necessary to make such filing to be provided by the applicable parties. In the event any loss is suffered by the Insurer or the Indenture Trustee, accounts receivableon behalf of the Trust, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment in respect of any Mortgage Loan, as a result of a failure by the Seller or the Depositor to file the UCC-1 financing statements when required to perfect or maintain the perfection of the Indenture Trustee’s security interest hereunder and every kindafford it first priority, and other forms of obligations and receivables which at any time constitute all or part of or are included the Seller shall, on the Business Day next preceding the Payment Date in the proceeds of any of month following the foregoing) to pay Due Period during which such loss occurred, purchase such Mortgage Loan. Such purchase shall be accomplished in the Certificates same manner as specified herein (the "Mortgage Loan Assets")set forth in Section 2.02. The DepositorIn addition, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys on or prior to the Trustee Closing Date, the Depositor shall cause the Insurer to deliver the Note Policy to the Indenture Trustee, for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClass A Noteholders.

Conveyance of the Mortgage Loans. The Seller In consideration of the purchase price of the Mortgage Loans, subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall, and by execution of this Agreement hereby does, sell, transfer, assign absolutely, set over and otherwise convey to the Trustee without recourse, except for the terms of this Agreement, on behalf of the Trust and the Trustee on behalf of the Trust shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Company in and to the Mortgage Loans, including, without limitation, any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion thereof, voluntary or involuntary, and all interest and principal received by the Company on or with respect to the Seller Mortgage Loans on and after the Conduit Seller Cut-off Date (exclusive of interest due and payable prior to the Cut-off Date), (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for the benefit of the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Conduit Mortgage Loans each hereby bargainsLoans, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and (v) all amounts held for the exclusive benefit Trust in the Certificate Account, (vi) all rights under the CIT Purchase Agreements, and (vii) all proceeds in any way derived from any of the Holders foregoing. The parties intend that the conveyance of the Certificates, all of its Company's right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on Loans pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Mortgage Loans shall be an amount equal to $341,424,511.24. Such purchase price shall be payable in immediately available funds on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of this AgreementClosing Date.