MORTGAGE LOAN PURCHASE AGREEMENT between THORNBURG MORTGAGE HOME LOANS, INC. as Seller and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. as Purchaser Dated as of December 1, 2004

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT



between



THORNBURG MORTGAGE HOME LOANS, INC.

as Seller



and



STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

as Purchaser



Dated as of

December 1, 2004

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES TO
MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT

           MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 1, 2004 (this “Agreement”), by and between THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the “Seller” or “Thornburg”), and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the “Purchaser”).

          Upon the terms and subject to the conditions of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, certain hybrid and adjustable rate, first lien mortgage loans secured by one- to four-family residential properties (collectively, the “Mortgage Loans”) as described herein and as listed on Schedule B hereto (the “Mortgage Loan Schedule”). The Purchaser intends to sell the Mortgage Loans to Thornburg Mortgage Securities Trust 2004-4 , a Delaware statutory trust (the “Trust”) created pursuant to the Trust Agreement, dated as of December 17, 2004, among the Purchaser, Deutsche Bank National Trust Company, as trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware trustee (the “Delaware Trustee”). Pursuant to a trust, pooling and servicing agreement, to be dated as of December 1, 2004 (the “Trust, Pooling and Servicing Agreement”), among the Purchaser, as depositor, Wells Fargo Bank, N.A., as master servicer and securities administrator, the Trustee, the Delaware Trustee, and Thornburg, the Trust will issue its Mortgage Pass-Through Certificates, Series 2004-4 (the “Certificates”).

          The Purchaser has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Number 333-120916) relating to its Mortgage Pass-Through Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the “Public Offering”), as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively. The “Prospectus Supplement” shall mean that supplement, dated December 20, 2004 to the Prospectus, dated December 20, 2004 relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser, Bear Stearns, Lehman Brothers Inc. and Greenwich Capital Markets, Inc. (collectively, the “Underwriters”) have entered into a terms agreement dated December 20, 2004 to an underwriting agreement dated July 29, 2003, between the Purchaser and Bear Stearns (collectively, the “Underwriting Agreement”) and with respect to the private placement of certain classes of Certificates (the “Private Offering”), the Purchaser and Bear Stearns, as initial purchaser (the “Initial Purchaser”) have entered into a purchase agreement dated July 31, 2003, and a related terms agreement dated December 20, 2004 (collectively, the “Purchase Agreement”). In addition, the Purchaser has prepared a Confidential Private Placement Memorandum, dated of December 20, 2004 (the “PPM”), containing information concerning the classes of Certificates related to the Private Offering.

          Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

          SECTION 1.      Definitions . Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Trust, Pooling and Servicing Agreement. The following other terms are defined as follows:

           Acquisition Price : Cash in an amount equal to $1,138,361,129.27 (plus $3,038,280.26 in accrued interest).

           Additional Collateral : With respect to any Additional Collateral Mortgage Loan, the marketable securities subject to a security interest pursuant to a related pledge agreement.

           Additional Collateral Mortgage Loan : Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

           Appraised Value : For any Mortgaged Property related to a Mortgage Loan, the amount, if any, set forth as the appraised value of such Mortgaged Property in any appraisal made for the mortgage originator in connection with its origination of the related Mortgage Loan.

           Bear Stearns : Bear, Stearns & Co. Inc.

           Convertible Mortgage Loan : Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate converted from an adjustable rate to a fixed rate.

           Closing Date : December 22, 2004.

           Code : The Internal Revenue Code of 1986, as amended.

           Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

           Cooperative Loan : Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

           Cooperative Loan Documents : As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trust with evidence of recording thereon (or in a form suitable for recordation).

           Cooperative Property : The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

           Cooperative Shares : Shares issued by a Cooperative Corporation.

           Cooperative Unit : A single-family dwelling located in a Cooperative Property.

           Cut-off Date : December 1, 2004.

           Cut-off Date Balance : $1,133,510,435.22.

           Due Date : With respect to any Mortgage Loan, the date in each month on which its Scheduled Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day of the following month, or such other date specified in the related Servicing Agreement.

           Employee Loan : Any Mortgage Loan identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.

           Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.

           Freddie Mac : Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.

           Loan-to-Value Ratio : With respect to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is the Original Value of the related Mortgaged Property.

           Lost Note Affidavit : With respect to any Lost Note, an affidavit from the Seller or one of its affiliates certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Depositor, the Trustee and the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note).

           Master Servicer : As of the Closing Date, Wells Fargo Bank, N.A. and, thereafter, its respective successors in interest which meet the qualifications of the Trust, Pooling and Servicing Agreement.

           MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

           MERS Mortgage Loan : Any Mortgage Loan as to which (i) the related Security Instrument or related assignment, has been or will be recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note, and (ii) such Mortgage Loan has been or will be registered on the MERS System.

           MERS System : The electronic registration system maintained by MERS.

           Modifiable Mortgage Loan : Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate modified to any adjustable rate or hybrid product offered at the time by the related originator.

           Moody's : Moody's Investors Service, Inc., or its successors in interest.

           Mortgage : The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.

           Mortgage File : The definition set forth in Section 2.01(b) of the Trust, Pooling and Servicing Agreement.

           Mortgage Note : The originally executed note or other evidence of the indebtedness of a Mortgagor under the related Mortgage Loan.

           Mortgage Rate : The annual rate at which interest accrues from time to time on any Mortgage Loan pursuant to the related Mortgage Note, which rate at the Cut-Off Date is equal to the “Mortgage Rate” set forth with respect thereto on the Mortgage Loan Schedule.

           Mortgaged Property : Any of (x) the fee simple interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the case of REO Property, such REO Property, or (z) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.

           Mortgagor : The obligor(s) on a Mortgage Note.

           Net Rate : For each Mortgage Loan, the Mortgage Rate in effect from time to time less the sum of the applicable Servicing Fee Rate, the Master Servicing Fee Rate, the Trustee Fee Rate, the Lender-Paid PMI Rate (if applicable), and the Retained Interest Rate (if applicable).

           Non-MERS Mortgage Loan : Any Mortgage Loan other than a MERS Mortgage Loan.

           Opinion of Counsel : A written opinion of counsel who is or are acceptable to the Trustee and who, unless required to be Independent (an “Opinion of Independent Counsel”), may be internal counsel for the Seller, the Master Servicer or the Purchaser.

           Original Value : The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or (ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and (ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the Purchaser.

           Person : Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

           Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

           Rating Agency : Each of S&P and Moody's.

           Recognition Agreement : With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.

           Repurchase Price : With respect to any Mortgage Loan (or any property acquired with respect thereto) required to be repurchased by the Seller pursuant to this Agreement or Article II of the Trust, Pooling and Servicing Agreement, as applicable, an amount equal to the sum of (i) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), plus (ii) accrued but unpaid interest on the Outstanding Principal Balance at the related Mortgage Rate, through and including the last day of the month of repurchase plus (iii) any premiums due the insurer under any Primary Mortgage Insurance Policy plus (iv) in the case of a repurchase of such Mortgage Loan resulting from breach of a representation or warranty contained in Exhibit 3 hereto, any costs or damages incurred by the Trust in connection with the violation by such Mortgage Loan of any predatory or abusive lending law reduced by (iv) any portion of any Servicing Fee or the Master Servicing Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan.

           Retained Interest : Interest in respect of each Employee Loan, retained by the Retained Interest Holder at the Retained Interest Rate.

           Retained Interest Holder : With respect to each Employee Loan, the Seller or any successor in interest by assignment or otherwise.

           Retained Interest Rate : As of the Cut-off Date, and for each Due Period thereafter, 0.00% per annum; provided, however, if the related Mortgagor of the Employee Loan ceases to be an employee or a director of Thornburg or its affiliates, the amount of the increase in the per annum rate set forth in the related Mortgage Note.

           S&P : Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successors in interest.

           Securities Act : The Securities Act of 1933, as amended.

           Security Agreement : With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.

           Security Instrument : A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto.

           Servicing Agreements : The list of servicing agreements relating to the Mortgage Loans as set forth in Exhibit 2 hereto, servicing arrangements for any Mortgage Loans under the Seller’s Correspondents Sellers Guide, and any other servicing agreement entered into between a successor servicer and the Seller or the Trustee on behalf of the Trust pursuant to the terms of the Trust, Pooling and Servicing Agreement.

           Substitute Mortgage Loan : A mortgage loan tendered to the Trustee on behalf of the Trust pursuant to this Agreement, the related Servicing Agreement or Section 2.04 of the Trust, Pooling and Servicing Agreement, as applicable, in each case, (i) which has an Outstanding Principal Balance not greater nor materially less than the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage Rate and Net Mortgage Rate not less than, and not materially greater than, such Mortgage Loan; (iii) which has a maturity date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of principal and interest as of the date of substitution; (vii) as to which the payment terms do not vary in any material respect from the payment terms of the Mortgage Loan for which it is to be substituted, (viii) is not a Cooperative Loan unless such Mortgage Loan was a Cooperative Loan; (ix) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan; and (x) is a “qualified mortgage” as defined in Section 860G(a)(3) of the Code; provided, however, that no mortgage loan will be eligible to become a Substitute Mortgage Loan if its inclusion in the Trust would be in violation of the provisions of Section 2.04 hereof.

           UCC : The Uniform Commercial Code as in effect in the applicable jurisdiction.

           SECTION 2.      Purchase and Sale of the Mortgage Loans and Related Rights .

           (a)     Upon satisfaction of the conditions set forth in Section 10 hereof, the Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans with the Cut-off Date Balance in exchange for the Acquisition Price.

           (b)     The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Seller's counsel in New York, New York or such other place as the parties shall agree.

           (c)     Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Seller the Acquisition Price for the Mortgage Loans in immediately available funds by wire transfer to such account or accounts as shall be designated by the Seller, whereupon the Mortgage Loans (but excluding any Retained Interest on a Mortgage Loan) shall become the sole property of the Purchaser.

           (d)     In addition to the foregoing, effective on the Closing Date, the Seller assigns to the Purchaser the following other assets relating to the Mortgage Loans: (i) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (ii) any REO Property, (iii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (iv) the rights of the Seller in, but none of the obligations of the Seller with respect to, each of the Servicing Agreements (noting that the Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (v) with respect to Additional Collateral Mortgage Loans (a) the Seller's rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) the Seller's security interest in and to any Additional Collateral, and (c) the Seller's right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Seller and (vi) any proceeds of the foregoing.

           SECTION 3.      Mortgage Loan Schedules . The Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “ Preliminary Mortgage Loan Schedule ”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Seller shall provide to the Purchaser as of the Closing Date a final schedule (the “ Final Mortgage Loan Schedule ”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to this Agreement as Schedule B. If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

           SECTION 4.      Mortgage Loan Transfer .

           (a)     The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereof other than scheduled payments of principal and interest received after the Cut-off Date. The Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof other than scheduled payments of principal and interest on the Mortgage Loans received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Mortgage Loan Schedule.

           (b)     Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Trust, Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans and the other assets set forth in Section 2(d) hereof, to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a "Mortgage File Delivery Date"), the items of each Mortgage File. The Seller shall take, or cause the applicable Servicer to take, all actions specified in Section 2.01(c) of the Trust, Pooling and Servicing Agreement in the manner specified therein.

           (c)     The Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the related servicing (including the rights of the Seller under the Servicing Agreements) will ultimately be assigned to the Trust or Trustee, on behalf of the Trust, for the benefit of the Certificateholders, on the date hereof.

           SECTION 5.      Examination of Mortgage Files .

           (a)     On or before the Mortgage File Delivery Date, the Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the Seller and/or the Seller's custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the Seller shall make the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm the Seller's compliance with the delivery and recordation requirements of this Agreement and the Trust, Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Seller agrees to provide to the Purchaser, the Underwriters and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser and the Underwriters (which may be at the offices of the Seller and/or the Seller's custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser and the Underwriters, upon reasonable request during regular business hours, sufficient to permit the Purchaser and the Underwriters to conduct such due diligence as any such party reasonably believes is appropriate.

           (b)     Pursuant to the Trust, Pooling and Servicing Agreement, on the Closing Date the Trustee, for the benefit of the Trust and the Certificateholders, will review certain items of the Mortgage Files and will deliver to the Seller a certification in the form attached as Exhibit C-1 to the Trust, Pooling and Servicing Agreement.

           (c)     Pursuant to the Trust, Pooling and Servicing Agreement, the Trustee will review the Mortgage Files within 90 and again within 180 days of the Closing Date and will deliver to the Seller and the Master Servicer an interim and a final certification, respectively, substantially in the forms of Exhibits C-2 and C-3, as applicable, to the Trust, Pooling, and Servicing Agreement. If the Trustee is unable to deliver a certification with respect to the items required by Section 2.01(b) of the Trust, Pooling and Servicing Agreement because any document is missing, has not been executed or appears to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B of the Trust, Pooling and Servicing Agreement or appears to be defective on its face, upon notification by the Trustee or the Custodian as its agent, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee (or the Custodian) of the defect or, in the case of a defect in connection with a final certification of the Trustee, shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of the Trust or the Certificateholders in such Mortgage Loan. If the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Trust or the Certificateholders in the related Mortgage Loan, the Seller will, in accordance with the terms of the Trust, Pooling and Servicing Agreement, within 90 days of notice, purchase the related Mortgage Loan at the Repurchase Price and in accordance with Section 2.02(c) of the Trust, Pooling and Servicing Agreement. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, an Officer's Certificate confirming that such documents have been accepted for recording, and delivery to the Trustee (or the Custodian, as its agent) shall be effected by the Seller within thirty days of its receipt of the original recorded document.

           (d)     In lieu of purchasing a Mortgage Loan pursuant to Section 5(c) hereof, the Seller may deliver a Substitute Mortgage Loan in accordance with Section 2.04 of the Trust, Pooling and Servicing Agreement, including delivery of the cash specified therein; provided, however, that delivery of a Substitute Mortgage Loan in lieu of a purchase pursuant to Section 5(c) hereof and Section 2.02 of the Trust, Pooling and Servicing Agreement, shall not be permitted after the two-year period beginning with the Start-up Day, or to the extent otherwise prohibited pursuant to Section 2.04 of the Trust, Pooling and Servicing Agreement. At the time of any substitution, the Seller shall, in accordance with the provisions of Section 2.04 of the Trust, Pooling and Servicing Agreement, deliver or cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Trust, Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall, in accordance with the provisions of Section 2.04 of the Trust, Pooling and Servicing Agreement, (i) assign to the Seller and cause the Trustee to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee relating to the repurchased or substituted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to such repurchased or substituted Mortgage Loan.

           SECTION 6.      Recordation of Assignments of Mortgage, Etc .

           (a)     The Seller will, with respect to each Non-MERS Mortgage Loan (other than a Cooperative Loan), promptly after the Closing Date at its expense, cause each Mortgage and each assignment of Mortgage from the Seller to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided , however , the Seller need not cause to be recorded any assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; provided , however , notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage with respect to a NON-MERS Mortgage Loan (other than a Cooperative Loan) shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust, (ii) the occurrence of a bankruptcy or insolvency relating to the Seller or the Purchaser, or (iii) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

           While each such Mortgage or assignment is being recorded, if necessary, the Seller shall leave or cause to be left with the Trustee a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not received an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a material defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Seller.

          With respect to each Cooperative Loan, the Seller will take, or cause the applicable Servicer to take, at the expense of the Seller and with the cooperation of the Seller, the Trustee and the Master Servicer, such actions as are necessary under applicable law in order to perfect the interest of the Trust in the related Mortgaged Property.

          With respect to each MERS Mortgage Loan, the Seller will take, or cause the applicable Servicer to take, at the expense of the Seller and at the direction and with the cooperation of the Seller, the Trustee and the Master Servicer, such actions as are necessary to cause the Trust to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

          In addition, in instances where a title insurance policy is required to be delivered to the Trustee, as specified in Section 2.01(b) of the Trust, Pooling and Servicing Agreement, and is not so delivered, the Seller will provide a copy of such title insurance policy to the Trustee, or to the Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.

          For Mortgage Loans (if any) that have been prepaid in full after the Cut-Off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, shall comply with Section 2.01(e) of the Trust, Pooling and Servicing Agreement.

           (b)     It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of the Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Trust, Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Trust, Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably 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 the Trust, Pooling and Servicing Agreement.

           SECTION 7.      Representations and Warranties of the Seller Concerning the Mortgage Loans . The Seller hereby makes the representations and warranties set forth in Exhibit 3 hereto applicable to the Mortgage Loans, as of the Cut-off Date or, if applicable, such other date as may be specified therein.

          Upon discovery or receipt of notice by the Seller, the Purchaser or the Trustee of a breach of any representation or warranty of the Seller set forth in Exhibit 3 he