Common use of Conveyance of the Mortgage Loans and Qualified Replacement Mortgages Clause in Contracts

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor hereby transfers, assigns, sets over and otherwise conveys without representation, warranty or recourse, to the Trust, all right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor on the Startup Day, and all its right, title and interest in and to (i) scheduled payments of interest due on each Mortgage Loan after the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after the Cut-Off Date, and (iii) its Insurance Policies; such transfer of the Mortgage Loans set forth on the Mortgage Loan Schedule to the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale to the Trust. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup Day, the Seller agrees to: (i) deliver, or cause to be delivered, without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank, as Trustee", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of all intervening assignments, showing a complete chain of assignment from origination to assignment to the Trustee, including warehousing assignments, with evidence of recording thereon, (C) originals of all assumption and modification agreements, if any, and (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, or (2) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost and (E) the original lender's title insurance policy issued on the date of origination of such Mortgage Loan, together with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (ii) cause, within 10 Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Seller, provided, however, that the Seller need not cause any assignment to be submitted with respect to which the Seller provides to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Notwithstanding anything to the contrary contained in this Section 3.3, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (e) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Seller, in lieu of the foregoing, will deliver

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without representationrecourse to the Depositor and the Depositor, warranty or concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the TrustTrustee for the benefit of the Owners, all their respective right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by Trust Estate; provided, however, that the Transferor on the Startup Day, Seller reserves and retains all its right, title and interest in and to principal (iincluding Prepayments collected) scheduled payments of and interest due on each Mortgage Loan after on or prior to the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after . The transfer by the Cut-Off Date, and (iii) its Insurance Policies; such transfer Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loan Schedule Loans to the Trust Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. 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 Seller to the TrustDepositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that either such conveyance or a conveyance of a Qualified Replacement Mortgage is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of Texas and Delaware, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and listing the Mortgage Loans and the other property (including any Qualified Replacement Mortgage) described above as collateral. The characterization of the Seller as a debtor and the Depositor as the secured party on such financing 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 Seller's entire right, title and interest in the Trust Estate. In connection with such filing, the Seller agrees that it 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' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance, from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of Texas and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Loans and the other property (including any Qualified Replacement Mortgage) described above as collateral. The characterization of the Depositor as a debtor and the Trustee as the secured party in such financing 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 Depositor's entire right, title and interest in the Trust Estate. In connection with such filing, the Depositor agrees that it 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' interest in the Trust Estate. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller and prior to the Transferor pursuant each Subsequent Transfer Date with respect to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup Dayany Qualified Replacement Mortgage, the Seller Depositor agrees to: (i) deliver, or cause to be delivered, deliver without recourse to the Trustee Custodian, on behalf of the Trust Trustee, on the Startup Day with respect to each Mortgage Loan listed or on the Mortgage Loan Schedule each Subsequent Transfer Date with respect to any Qualified Replacement Mortgage, (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank, as the Trustee", (B) the original title insurance policy or any one of an original title binder, an original preliminary title report or an original title commitment or a copy of any of the foregoing certified by the issuer of the title insurance policy, or the attorney's opinion of title, (C) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) or certified copies of all intervening recorded assignments, showing a complete chain of assignment title from origination to assignment to the Trustee, including warehousing assignmentsif any, with evidence of recording thereon, (CD) originals of all assumption and modification assumption, modification, written assurance or substitution agreements, if any, any and (DE) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded)Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (23) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost lost; (ii) cause the Custodian, on behalf of the Trustee, within 60 days following the Startup Day with respect to the Mortgage Loans or each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages to complete the assignments of the Mortgages to "Norwest Bank Minnesota, National Association, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-3 under the Pooling and (E) Servicing Agreement dated as of September 1, 1998" to be submitted to the original lender's title insurance policy issued on Seller for recording in the date of origination of such Mortgage Loan, together with any endorsements theretoappropriate jurisdictions; provided, however, that, subject to Sections 3.3(d) and 3.4(b), that the Seller Depositor shall not be required to prepare cause the Seller to record an assignment for any Mortgage as with respect to a Property located in California or with respect to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (iiiii) cause, within 10 Business Days following if not delivered on the Startup Day, assignments deliver the title insurance policy or title searches, the original Mortgages and such recorded assignments, together with originals or duly certified copies of any and all prior assignments, to the Custodian, on behalf of the Mortgages from Trustee within 15 days of receipt thereof by the related originator to The Chase Manhattan Bank to be submitted for recording Depositor (but in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Sellerany event, provided, however, that the Seller need not cause any assignment to be submitted with respect to any Mortgage as to which the Seller provides original recording information has been made available to the Trustee an opinion of counsel reasonably acceptable Depositor, within one year after the Startup Day with respect to the Certificate Insurer Mortgage Loans or each Subsequent Transfer Date with respect to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Qualified Replacement Mortgages). Notwithstanding anything to the contrary contained in this Section 3.33.05, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee Custodian, on behalf of the Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee Custodian, on behalf of the Trustee, shall be kept retained in the related File. The Seller All recording required pursuant to this Section 3.05 shall promptly deliver, or cause to be delivered, to accomplished at the Trustee such original Mortgage or intervening mortgage assignment with evidence expense of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording officeSeller. (ec) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the SellerDepositor, in lieu of the foregoing, will deliverdeliver within six (6) days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D and will deposit the funds received with respect to such Mortgage Loans in the Principal and Interest Account as provided herein. (d) The Seller shall transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of such party in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by such party pursuant to Section 3.03, 3.04 or 3.06 hereof and all such party's right, title and interest to principal and interest due on such Qualified Replacement Mortgage after the applicable Subsequent Cut-Off Date; provided, however, that such party shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage on or prior to the applicable Subsequent Cut-Off Date. (e) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without recourse or representation, to the party providing such Qualified Replacement Mortgage, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Subsequent Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on or prior to the applicable Subsequent Cut-Off Date. (f) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Depositor and then to the Trustee on behalf of the Trust, the Seller agrees to (i) deliver without recourse to the Custodian, on behalf of the Trustee on the date of delivery of such Qualified Replacement Mortgage the original Note relating thereto, endorsed in blank or to the order of the Trustee, (ii) cause promptly to be recorded an assignment in the appropriate jurisdictions, (iii) deliver the original Qualified Replacement Mortgage and such recorded assignment, together with original or duly certified copies of any and all prior assignments, to the Custodian, on behalf of the Trustee within 15 days of receipt thereof by the Seller (but in any event within 120 days after the date of conveyance of such Qualified Replacement Mortgage), (iv) deliver the title insurance policy, or where no such policy is required to be provided under Section 3.05(b)(i)(B), the other evidence of title in same required in Section 3.05(b)(i)(B) and (v) deliver originals of all assumption, modification, written assurance or substitution agreements, if any. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall cause the Custodian, on behalf of the Trustee to deliver on the date of conveyance of such Qualified Replacement Mortgage to the party providing such Qualified Replacement Mortgage (i) the original Note relating thereto, endorsed without recourse or representation, to such party, (ii) the original Mortgage so released and all assignments relating thereto and (iii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare a substitute assignment or cure such defect, as the case may be, and thereafter cause each such assignment to be duly recorded. (i) The Seller shall reflect on its records that the Mortgage Loans have been sold to the Depositor and the Depositor shall reflect on its records that the Mortgage Loans have been sold to the Trust.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor On the Startup Day, each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without representation, warranty or recourse, to the Trust, Trustee for the benefit of the Owners all of its respective right, title and interest of the Transferor in and to the Trust Estate; provided, however, that each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor on the Startup Day, Seller reserves and retains all of its right, title and interest in and to principal (iincluding Prepayments) scheduled payments of and interest due collected on each Mortgage Loan after transferred by it on or prior to the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after . The transfer by the Cut-Off Date, and (iii) its Insurance Policies; such transfer Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loan Schedule Loans to the Trust Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale to by the Trust.Depositor. It is intended (i) 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 each Seller (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup DayLoans, the Seller Depositor agrees to: : (i) deliver, or cause to be delivered, deliver without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule Loan, (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit)Note, endorsed without recourse by the applicable Seller or the originator (or most recent payee) thereof of such Mortgage Loan, without recourse, in the following form: "Pay to the order of The Chase Manhattan Bank, Texas Commerce Bank National Association as TrusteeTrustee or Texas Commerce Bank National Association as custodian without recourse", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of with all intervening assignments, showing endorsements necessary to show a complete chain of assignment endorsement from origination to assignment the originator to the Trustee, including warehousing assignmentsor, if such original Note cannot be located, a photocopy thereof together with evidence a lost Note affidavit duly executed by an Authorized Officer of the applicable Seller; (B) the original recorded Mortgage or a copy thereof certified as true and correct by the applicable public recording thereon, office; (C) originals a duly executed assignment of all assumption the Mortgage (each such assignment, when duly and modification agreementsvalidly completed, if anyto be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, and under the Mortgage to which such assignment relates); (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, recorded assignment or (2) assignments or a copy of the Mortgage together with all interim recorded assignments of such Mortgage certified as true and correct by the applicable public recording office in those instances where office; (E) the original recorded Mortgage has been lost or copies of each assumption, modification, written assurance or substitution agreement, if any; and (EF) the original lender's title policy or attorney's opinion of title or a copy thereof certified as true and correct by the applicable insurer and all riders thereto or, in the event such original title policy has not been received from the insurer, any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company, with the original policy of title insurance policy issued on to be delivered within one year of the date of origination of Closing Date; and (ii) Reserved; (iii) deliver the title insurance policy, title opinion or title searches, the original Mortgages and such Mortgage Loanrecorded assignments, together with originals or duly certified copies of any endorsements thereto; providedand all prior assignments, howeverto the Trustee within 15 days of receipt thereof by the Depositor (but in any event, that, subject with respect to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending has been made available to the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (ii) causeDepositor, within 10 one year after the Startup Day). The Master Servicer, at its own expense, shall promptly (and in no event later than five Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank Closing Date) submit or cause to be submitted for recording in the appropriate jurisdictions public office for real property records, each assignment of Mortgage referred to perfect in Section 3.05(b)(i)(C) above. In the Trustee's lien thereunder as against creditors event that any such assignment of Mortgage is lost or purchasers from returned unrecorded because of a defect therein, the Seller, provided, however, that the applicable Seller need not shall promptly prepare or cause any assignment to be submitted with respect prepared a substitute assignment of Mortgage or cure or cause to which be cured such defect, as the Seller provides case may be, and thereafter the Master Servicer shall cause each such assignment of Mortgages to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) be duly recorded. Notwithstanding anything to the contrary contained in this Section 3.33.05, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller Master Servicer shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof.. The Depositor hereby appoints the Trustee its attorney-in-fact for the purpose of, and with full power in, preparing, executing and recording, on its behalf, all assignments of Mortgages in the event that the Depositor fails to do so on a timely basis. 33 (d) Not later than ten days following the end of the 10- Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (ec) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the SellerDepositor, in lieu of the foregoing, will deliverdeliver within six (6) days after the Startup Day to the Trustee a certification of an Authorized Officer of the Depositor in the form set forth in Exhibit D. (d) Each Seller shall transfer, assign, set over and otherwise convey, without recourse, to the Trustee all right, title and interest of such Seller in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by such Seller pursuant to Section 3.03, 3.04 or 3.06 hereof and all its right, title and interest to principal and interest on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that such Seller shall reserve and retain all right, title and interest in and to payments of principal and interest received on such Qualified Replacement Mortgage on or prior to the applicable Replacement Cut-Off Date.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor hereby transfers, assigns, sets over and otherwise conveys without representation, warranty or recourse, to the Trust, all right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor on the Startup Day, and all its right, title and interest in and to (i) scheduled payments of interest due on each Mortgage Loan after the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after the Cut-Off Date, and (iii) its Insurance Policies; such transfer of the Mortgage Loans set forth on the Mortgage Loan Schedule to the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale to the Trust. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup Day, the Seller agrees to: (i) deliver, or cause to be delivered, without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank, as Trustee", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of all intervening assignments, showing a complete chain of assignment from origination to assignment to the Trustee, including warehousing assignments, with evidence of recording thereon, (C) originals of all assumption and modification agreements, if any, and (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, or (2) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost and (E) the original lender's title insurance policy issued on the date of origination of such Mortgage Loan, together with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (ii) cause, within 10 Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Seller, provided, however, that the Seller need not cause any assignment to be submitted with respect to which the Seller provides to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Notwithstanding anything to the contrary contained in this Section 3.3, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- 10-Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (e) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Seller, in lieu of the foregoing, will deliverdeliver within 15 days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit J. (f) The Seller (or an affiliate thereof) shall sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all its right, title and interest in and to any Qualified Replacement Mortgage delivered by it to the Trustee on behalf of the Trust pursuant to Section 3.2 or 3.4 hereof and all its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Seller (or such affiliate) shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage prior to the applicable Replacement Cut-Off Date. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without representation, warranty or recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest in and to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (h) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Seller agrees to deliver to the Trustee the items described in Section 3.3(b) on the date of such transfer and assignment or, if a later delivery time is permitted by Section 3.3(b), then no later than such later delivery time. (i) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Seller (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Seller, and (ii) such other documents as constituted the File with respect thereto. (j) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare or cause to be prepared a substitute assignment or cure such defect, as the case may be, and thereafter cause each such assignment to be duly recorded. (k) The Seller shall reflect on its records that the Mortgage Loans have been sold to Transferor and the Transferor shall reflect on its records that the Mortgage Loans have been sold to the Trust.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor hereby transfers, assigns, sets over and otherwise conveys without representation, warranty or recourse, to the Trust, all right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor on the Startup Day, and all its right, title and interest in and to (i) scheduled payments of interest due on each Mortgage Loan after the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after the Cut-Off Date, and (iii) its Insurance Policies; such transfer of the Mortgage Loans set forth on the Mortgage Loan Schedule to the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale to the Trust. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup Day, the Seller agrees to: (i) deliver, or cause to be delivered, without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank, as Trustee", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of all intervening assignments, showing a complete chain of assignment from origination to assignment to the Trustee, including warehousing assignments, with evidence of recording thereon, (C) originals of all assumption and modification agreements, if any, and (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, or (2) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost and (E) the original lender's title insurance policy issued on the date of origination of such Mortgage Loan, together with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (ii) cause, within 10 Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Seller, provided, however, that the Seller need not cause any assignment to be submitted with respect to which the Seller provides to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Notwithstanding anything to the contrary contained in this Section 3.3, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (e) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Seller, in lieu of the foregoing, will deliverdeliver within 15 days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit J. (f) The Seller (or an affiliate thereof) shall sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all its right, title and interest in and to any Qualified Replacement Mortgage delivered by it to the Trustee on behalf of the Trust pursuant to Section 3.2 or 3.4 hereof and all its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Seller (or such affiliate) shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage prior to the applicable Replacement Cut-Off Date. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without representation, warranty or recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest in and to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (h) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Seller agrees to deliver to the Trustee the items described in Section 3.3(b) on the date of such transfer and assignment or, if a later delivery time is permitted by Section 3.3(b), then no later than such later delivery time. (i) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Seller (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Seller, and (ii) such other documents as constituted the File with respect thereto. (j) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare or cause to be prepared a substitute assignment or cure such defect, as the case may be, and thereafter cause each such assignment to be duly recorded. (k) The Seller shall reflect on its records that the Mortgage Loans have been sold to Transferor and the Transferor shall reflect on its records that the Mortgage Loans have been sold to the Trust.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor Depositor hereby transfers, assigns, sets over and otherwise conveys without representation, warranty or recourse, to the Trust, all right, title and interest of the Transferor Depositor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor Depositor on the Startup Day, and all its right, title and interest in and to (i) scheduled payments of interest due on each Mortgage Loan after the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after the Cut-Off Date, and (iii) its Insurance Policies; such transfer of the Mortgage Loans set forth on the Mortgage Loan Schedule to the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale to the Trust. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller Company to the Transferor Depositor pursuant to the Purchase and Sale Agreement, and by the Transferor Depositor to the Trust pursuant to this Agreement, on the Startup Day, the Seller Depositor agrees to: (i) deliver, or cause to be delivered, without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank__________, as Trustee", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of all intervening assignments, showing a complete chain of assignment from origination to assignment to the Trustee, including warehousing assignments, with evidence of recording thereon, (C) originals of all assumption and modification agreements, if any, and (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, or (2) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost and (E) the original lender's title insurance policy issued on the date of origination of such Mortgage Loan, together with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller Depositor shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller Depositor shall deliver the title commitment or title binder to insure same; and (ii) cause, within 10 Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank __________ to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the SellerDepositor, provided, however, that the Seller Depositor need not cause any assignment to be submitted with respect to which the Seller Depositor provides to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Notwithstanding anything to the contrary contained in this Section 3.3, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- 10-Business Day period referred to in clause (b)(ii) above, the Seller Depositor shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller Depositor to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the SellerDepositor's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller Depositor shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the SellerDepositor, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller Depositor shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller Depositor within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (e) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the SellerDepositor, in lieu of the foregoing, will deliverdeliver within 15 days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit J. (f) The Depositor (or an affiliate thereof) shall sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all its right, title and interest in and to any Qualified Replacement Mortgage delivered by it to the Trustee on behalf of the Trust pursuant to Section 3.2 or 3.4 hereof and all its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Depositor (or such affiliate) shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage prior to the applicable Replacement Cut-Off Date. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without representation, warranty or recourse, on the Depositor's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest in and to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (h) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Depositor agrees to deliver to the Trustee the items described in Section 3.3(b) on the date of such transfer and assignment or, if a later delivery time is permitted by Section 3.3(b), then no later than such later delivery time. (i) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Depositor (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Depositor, and (ii) such other documents as constituted the File with respect thereto. (j) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a defect therein, the Depositor shall prepare or cause to be prepared a substitute assignment or cure such defect, as the case may be, and thereafter cause each such assignment to be duly recorded. (k) The Company shall reflect on its records that the Mortgage Loans have been sold to the Depositor and the Depositor shall reflect on its records that the Mortgage Loans have been sold to the Trust.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without representation, warranty or recourse, to the Trust, Trustee for the benefit of the Owners all of their respective right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by Trust Estate; provided, however, that the Transferor on the Startup Day, Seller reserves and retains all of its right, title and interest in and to (i) scheduled payments of principal (including Prepayments) and interest due collected on each Mortgage Loan on or prior to the Cut-Off Date (other than with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date, ) and (ii) with respect to Actuarial Loans, scheduled monthly payments of principal due, and unscheduled collections of principal received, due on each Mortgage Loan on and after or prior to the Cut-Off Date, and (iii) its Insurance Policies; such . The transfer by the Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loan Schedule Loans to the Trust Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. 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 Seller to the TrustDepositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California and Missouri, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as debtor and the Depositor as secured party on such financing 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 Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments 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, the Owners' and the Certificate Insurer's interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California and Missouri, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing 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 Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it 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, the Owners' and the Certificate Insurer's interest in the Trust Estate. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup DayLoans, the Seller Depositor agrees to: (i) deliver, or cause to be delivered, deliver without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule Loan, (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit)Mortgage Note, endorsed without recourse by the originator (Seller or most recent payee) thereof the last endorsee of such Mortgage Loan, without recourse, in the following form: "Pay to the order of The Chase Manhattan Bank, as Trustee________________________ without recourse", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of with all intervening assignments, showing endorsements necessary to show a complete chain of assignment endorsement from origination to assignment the originator to the Trustee, including warehousing assignments, with evidence Seller or last endorsee (or a lost note affidavit in the form of recording thereon, Exhibit I); (B) the original recorded Mortgage; (C) originals a duly executed assignment of all assumption the Mortgage in blank (each such assignment, when duly and modification agreementsvalidly completed, if anyto be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, and under the Mortgage to which such assignment relates); (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, recorded assignment or (2) a copy assignments of the Mortgage certified by together with all interim recorded assignments of such Mortgage from the public recording office in those instances where originator to the original recorded Mortgage has been lost and Seller or last endorsee; (E) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (F) the original or duplicate original lender's title insurance policy issued on and all riders thereto or, in the date event such original title policy has not been received from the insurer, any one of origination of such Mortgage Loanan original title binder, together an original preliminary title report or an original title commitment, or a copy thereof certified by the title company, with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lackingpolicy of title insurance to be delivered within one year of the Closing Date; and provided(G) the original certificate of title to each manufactured home, further, that pending noting the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure sameTrustee as lienholder thereon; and (ii) causedeliver the title insurance policy or title searches, the original Mortgages and such recorded assignments, together with originals or duly certified copies of any and all prior assignments, to the Trustee within 15 days of receipt thereof by the Depositor (but in any event, with respect to any Mortgage as to which original recording information has been made available to the Depositor, within 10 Business Days following one year after the Startup Day). With respect to each Mortgage Loan, assignments the Master Servicer shall, within six (6) months of the Mortgages from the related originator to The Chase Manhattan Bank Closing Date, cause to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Seller, provided, however, that the Seller need not cause any assignment to be submitted recorded with respect to which each Mortgage Loan the Seller provides original assignment of Mortgage referred to in clause (i)(C) above and shall, within five Business Days after receipt thereof, deliver or cause to be delivered to the Trustee an such original recorded assignment of Mortgage, except in the states for which a legal opinion is delivered to the Trustee and the Certificate Insurer as provided below and is approved by the Certificate Insurer. In regard to those states in which Mortgaged Property is located, the Master Servicer shall have the right to deliver to the Trustee and the Certificate Insurer a legal opinion providing that the recordation of counsel the assignment of Mortgage in one or more of such states is not necessary under state law to transfer the related Mortgage Loan to the Trust; provided such legal opinion is made and delivered within six (6) months of the Closing Date, and is in form and substance reasonably acceptable to the Certificate Insurer Insurer. Upon approval of such opinion by the Certificate Insurer, the Master Servicer will not be required to record the related assignments of Mortgages. All assignments of Mortgages shall be delivered to the effect that Trustee in recordable form at the time of closing, and in such recordation states 42 where no opinion is so rendered, or is rendered and is deemed to be unacceptable to the Certificate Insurer, recording of such assignments of Mortgages will be required. Notwithstanding the preceding provisions allowing for nonrecordation of assignments of Mortgage in certain states, if an Event of Default has occurred as to a party other than the Certificate Insurer as provided in Article 5 of the Insurance Agreement, or an event set forth in Section 8.20 of the Pooling and Servicing Agreement has occurred, the Master Servicer shall be required to record all assignments of Mortgage in those states where an opinion has not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) been previously delivered and approved. Notwithstanding anything to the contrary contained in this Section 3.33.05, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither The Depositor hereby appoints the Master Servicer nor the Trustee shall be responsible its attorney-in-fact for the costs purpose of, and with full power in, preparing, executing and recording, on its behalf, all assignments of recording any Mortgage or any assignment of Mortgage pursuant Mortgages in the event that the Depositor fails to this Section 3.3do so on a timely basis. Copies of all Mortgage assignments received by the Trustee shall be kept retained in the related File. The Seller All recordings required pursuant to this Section 3.05 shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain prepared and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording officethe Master Servicer and shall be accomplished at the expense of the Master Servicer. (ec) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the SellerDepositor, in lieu of the foregoing, will deliverdeliver within six (6) days after the Startup Day to the Trustee a certification of an Authorized Officer of the Depositor in the form set forth in Exhibit D. (d) The Seller shall transfer, assign, set over and otherwise convey, without recourse, to the Trustee all right, title and interest of the Seller in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by the Seller pursuant to Section 3.03, 3.04 or 3.06 hereof and all its right, title and interest to principal and interest on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Seller shall reserve and retain all right, title and interest in and to (i) payments of principal and interest received on such Qualified Replacement Mortgage on or prior to the applicable Replacement Cut-Off Date (other than with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the applicable Replacement Cut-Off Date and due after the applicable Replacement Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the applicable Replacement Cut-Off Date. (e) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without recourse or representation, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest to principal and interest on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest on such released Mortgage Loan on or prior to the applicable Replacement Cut-Off Date. (f) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Seller agrees to (i) deliver without recourse to the Trustee on the date of delivery of such Qualified Replacement Mortgage the documents set forth in Section 3.05(b)(i) and (ii) deliver the original Qualified Replacement Mortgage, together with original or duly certified copies of any and all prior assignments, to the Trustee within 15 days of receipt thereof by the Seller (but in any event within 120 days after the date of conveyance of such Qualified Replacement Mortgage). (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage, the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Seller (i) the original Note relating thereto, endorsed in blank, (ii) the original Mortgage so released and all assignments relating thereto, including an assignment of such Mortgage to the Seller and (iii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare a substitute assignment or cure such defect, as the case may be, and thereafter cause such substitute or cured assignment to be duly recorded.

Conveyance of the Mortgage Loans and Qualified Replacement Mortgages. (a) The Transferor hereby transfers, assigns, sets over and otherwise conveys without representation, warranty or recourse, to the Trust, all right, title and interest of the Transferor in and to each Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Transferor on the Startup Day, and all its right, title and interest in and to (i) scheduled payments of interest due on each Mortgage Loan after the Cut-Off Date, (ii) scheduled payments of principal due, and unscheduled collections of principal received, on each Mortgage Loan on and after the Cut-Off Date, and (iii) its Insurance Policies; such transfer of the Mortgage Loans set forth on the Mortgage Loan Schedule to the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale to the Trust. (b) In connection with the transfer and assignment of the Mortgage Loans by the Seller to the Transferor pursuant to the Purchase and Sale Agreement, and by the Transferor to the Trust pursuant to this Agreement, on the Startup Day, the Seller agrees to: (i) deliver, or cause to be delivered, without recourse to the Trustee on behalf of the Trust on the Startup Day with respect to each Mortgage Loan listed on the Mortgage Loan Schedule (A) the original Notes or, if any original Note has been lost or destroyed, certified copies thereof (together with a lost note affidavit), endorsed without recourse by the originator (or most recent payee) thereof "Pay to the order of The Chase Manhattan Bank, as Trustee", (B) originals (subject to the provisions of paragraph (d) below relating to items in the process of being recorded) of all intervening assignments, showing a complete chain of assignment from origination to assignment to the Trustee, including warehousing assignments, with evidence of recording thereon, (C) originals of all assumption and modification agreements, if any, and (D) either: (1) the original Mortgage (subject to the provisions of paragraph (d) below relating to items in the process of being recorded), with evidence of recording thereon, or (2) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost and (E) the original lender's title insurance policy issued on the date of origination of such Mortgage Loan, together with any endorsements thereto; provided, however, that, subject to Sections 3.3(d) and 3.4(b), the Seller shall not be required to prepare an assignment for any Mortgage as to which the original recording information is lacking; and provided, further, that pending the issuance of the final title policy, the Seller shall deliver the title commitment or title binder to insure same; and (ii) cause, within 10 Business Days following the Startup Day, assignments of the Mortgages from the related originator to The Chase Manhattan Bank to be submitted for recording in the appropriate jurisdictions to perfect the Trustee's lien thereunder as against creditors of or purchasers from the Seller, provided, however, that the Seller need not cause any assignment to be submitted with respect to which the Seller provides to the Trustee an opinion of counsel reasonably acceptable to the Certificate Insurer to the effect that such recordation is not necessary; the above-listed items constituting the "File" for the related Mortgage Loan; (c) Notwithstanding anything to the contrary contained in this Section 3.3, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. (d) Not later than ten days following the end of the 10- 10-Business Day period referred to in clause (b)(ii) above, the Seller shall deliver, or cause to be delivered, to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of all Mortgages for which no Mortgage assignment has yet been submitted for recording, which list shall state the reason why such Mortgage assignments have not been submitted for recording. With respect to any Mortgage assignment disclosed on such list as not yet submitted for recording for a reason other than a lack of original recording information, the Trustee shall make an immediate demand on the Seller to prepare, or cause to be prepared, such Mortgage assignments, and shall inform the Certificate Insurer of the Seller's failure to prepare such Mortgage assignments. Thereafter, the Trustee shall cooperate in executing any documents submitted to the Trustee in connection with this provision. Thereafter, the Seller shall prepare, or cause to be prepared, a Mortgage assignment for any Mortgage for which original recording information is Mortgage assignment for any Mortgage for which original recording information is subsequently received by the Seller, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. Neither the Master Servicer nor the Trustee shall be responsible for the costs of recording any Mortgage or any assignment of Mortgage pursuant to this Section 3.3. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Seller shall promptly deliver, or cause to be delivered, to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Seller within nine months from the Startup Day shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain and deliver, or cause to be delivered, to the Trustee within ten months from the Startup Day, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. (e) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Seller, in lieu of the foregoing, will deliverdeliver within 15 days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit J. (f) The Seller (or an affiliate thereof) shall sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all its right, title and interest in and to any Qualified Replacement Mortgage delivered by it to the Trustee on behalf of the Trust pursuant to Section 3.2 or 3.4 hereof and all its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Seller (or such affiliate) shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage prior to the applicable Replacement Cut-Off Date. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without representation, warranty or recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest in and to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (h) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Seller agrees to deliver to the Trustee the items described in Section 3.3(b) on the date of such transfer and assignment or, if a later delivery time is permitted by Section 3.3(b), then no later than such later delivery time. (i) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Seller (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Seller, and (ii) such other documents as constituted the File with respect thereto. (j) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare or cause to be prepared a substitute assignment or cure such defect, as the case may be, and thereafter cause each such assignment to be duly recorded. (k) The Seller shall reflect on its records that the Mortgage Loans have been sold to the Trust.