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

Conveyance of the Mortgage Loans, Subsequent Mortgage Loans and Qualified Replacement Mortgages. (a) On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners, all their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments collected) and interest due on each Initial Mortgage Loan on or prior to the CutOff Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the 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 Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial 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 or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Depositor 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Trust 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 Initial Mortgage Loans and prior to each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loan, the Depositor agrees to: (i) deliver without recourse to the Trustee, on the Startup Day with respect to each Initial Mortgage Loan or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loans, (A) the original Notes endorsed in blank or to the order of 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 or certified copies of all intervening recorded assignments, showing a complete chain of title from origination to the Trustee, if any, with evidence of recording thereon, (D) originals of all assumption, modification, written assurance or substitution agreements, if any and (E) either: (1) the original Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (ii) cause the Trustee, within 60 days following the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans to complete the assignments of the Mortgages to "Bankers Trust Company, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-1 under the Pooling and Servicing Agreement dated as of February 1, 1998" to be submitted to the Seller for recording in the appropriate jurisdictions (unless the Originator of the related Mortgage Loan is Ameriquest, in which case Ameriquest shall so submit such assignments) for recording in the appropriate jurisdictions; provided, however, that the Depositor shall not be required to cause the Trustee to complete and cause the Seller to record (and Ameriquest shall not be required to record) an assignment for any Mortgage with respect to a Property located in California or with respect to which the original recording information is lacking; (iii) if not delivered on the Startup Day, 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 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 one year after the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans); and (iv) with respect to each Subsequent Transfer Date only, furnish to the Trustee at the Depositor's expense, an opinion of counsel with respect to the sale and perfection of the Subsequent Mortgage Loans delivered to the Trust, corporate and enforceability matters and an opinion of counsel as to the tax consequences to the Trust, if any, resulting from the conveyance of Subsequent Mortgage Loans, each in form and substance satisfactory to the Trustee. Notwithstanding anything to the contrary contained in this Section 3.05, 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 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. Copies of all Mortgage assignments received by the Trustee shall be retained in the related File. All recording required pursuant to this Section 3.05 shall be accomplished at the expense of the Seller. (c) In the case of Initial Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the foregoing, will deliver 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. (d) The Seller shall transfer, or, if related to an Ameriquest Loan, cause Ameriquest to 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 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 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) 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 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.

Conveyance of the Mortgage Loans, Subsequent Mortgage Loans and Qualified Replacement Mortgages. (a) On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners, all their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments collected) and interest due on each Initial Mortgage Loan on or prior to the CutOff Cut-Off Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the 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 Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial 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 or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Depositor 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Trust 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 Initial Mortgage Loans and prior to each Subsequent Transfer Date with respect to the any Qualified Replacement Mortgage or Subsequent Mortgage Loan, the Depositor agrees to: (i) deliver without recourse to the Custodian, on behalf of the Trustee, on the Startup Day with respect to each Initial Mortgage Loan or on each Subsequent Transfer Date with respect to the any Qualified Replacement Mortgage or Subsequent Mortgage Loans, (A) the original Notes endorsed in blank or to the order of 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 or certified copies of all intervening recorded assignments, showing a complete chain of title from origination to the Trustee, if any, with evidence of recording thereon, (D) originals of all assumption, modification, written assurance or substitution agreements, if any and (E) either: (1) the original Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (ii) cause the Custodian, on behalf of the Trustee, within 60 days following the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans to complete the assignments of the Mortgages to "Bankers Trust CompanyNorwest Bank Minnesota, National Association, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-1 2 under the Pooling and Servicing Agreement dated as of February June 1, 1998" to be submitted to the Seller for recording in the appropriate jurisdictions (unless the Originator of the related Mortgage Loan is Ameriquest, in which case the assignments will be submitted to Ameriquest shall so submit such assignmentsfor recording) for recording in the appropriate jurisdictions; provided, however, that the Depositor shall not be required to cause the Trustee to complete and cause the Seller to record (and Ameriquest shall not be required to record) an assignment for any Mortgage with respect to a Property located in California or with respect to which the original recording information is lacking; (iii) if not delivered on the Startup Day, 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 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 one year two years after the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans); and (iv) with respect to each Subsequent Transfer Date only, furnish to the Trustee at the Depositor's expense, an opinion opinions of counsel with respect to the true sale and perfection of the Subsequent Mortgage Loans delivered to the Trust, corporate and enforceability matters and an opinion of counsel as to the tax consequences to the Trust, if any, resulting from the conveyance to the Trust of the Subsequent Mortgage Loans, each in form and substance satisfactory to the Trustee. Notwithstanding anything to the contrary contained in this Section 3.05, 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 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. Copies of all Mortgage assignments received by the Trustee Custodian, on behalf of the Trustee, shall be retained in the related File. All recording required pursuant to this Section 3.05 shall be accomplished at the expense of the Seller. (c) In the case of Initial Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the foregoing, will deliver 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. (d) The Seller shall transfer, or, if related to an Ameriquest Loan, cause Ameriquest to 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, Subsequent Mortgage Loans and Qualified Replacement Mortgages. (a) On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners, all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments collected) and interest due on each Initial Mortgage Loan on or prior to the CutOff Cut-Off Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the 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 Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial 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 or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Depositor and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Seller will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Trust and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Depositor will file in such offices a similar UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred 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 Initial Mortgage Loans and prior to each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loan, the Depositor agrees to: (i) deliver without recourse to the Trustee, on the Startup Day with respect to each Initial Mortgage Loan or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loans, (A) the original Notes endorsed in blank or to the order of 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 or certified copies of all intervening recorded assignments, showing a complete chain of title from origination to the Trustee, if any, with evidence of recording thereon, (D) originals of all assumption, modification, written assurance or substitution agreements, if any and (E) either: (1) the original Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (ii) cause the Trustee, within 60 days following the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans to complete the assignments of the Mortgages to "Bankers Trust Company, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-1 under the Pooling and Servicing Agreement dated as of February 1, 1998" to be submitted to the Seller for recording in the appropriate jurisdictions (unless the Originator of the related Mortgage Loan is Ameriquest, in which case Ameriquest shall so submit such assignments) for recording in the appropriate jurisdictions; provided, however, that the Depositor shall not be required to cause the Trustee to complete and cause the Seller to record (and Ameriquest shall not be required to record) an assignment for any Mortgage with respect to a Property located in California or with respect to which the original recording information is lacking; (iii) if not delivered on the Startup Day, 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 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 one year after the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans); and (iv) with respect to each Subsequent Transfer Date only, furnish to the Trustee at the Depositor's expense, an opinion of counsel with respect to the sale and perfection of the Subsequent Mortgage Loans delivered to the Trust, corporate and enforceability matters and an opinion of counsel as to the tax consequences to the Trust, if any, resulting from the conveyance of Subsequent Mortgage Loans, each in form and substance satisfactory to the Trustee. Notwithstanding anything to the contrary contained in this Section 3.05, 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 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. Copies of all Mortgage assignments received by the Trustee shall be retained in the related File. All recording required pursuant to this Section 3.05 shall be accomplished at the expense of the Seller. (c) In the case of Initial Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the foregoing, will deliver 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. (d) The Seller shall transfer, or, if related to an Ameriquest Loan, cause Ameriquest to 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 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 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) 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 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.

Conveyance of the Mortgage Loans, Subsequent Mortgage Loans and Qualified Replacement Mortgages. (a) On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners, all their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments collected) and interest due on each Initial Mortgage Loan on or prior to the CutOff Cut-Off Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the 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 Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial 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 or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Depositor 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Trust 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 Initial Mortgage Loans and prior to each Subsequent Transfer Date with respect to the any Qualified Replacement Mortgage or Subsequent Mortgage Loan, the Depositor agrees to: (i) deliver without recourse to the Custodian, on behalf of the Trustee, on the Startup Day with respect to each Initial Mortgage Loan or on each Subsequent Transfer Date with respect to the any Qualified Replacement Mortgage or Subsequent Mortgage Loans, (A) the original Notes endorsed in blank or to the order of 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 or certified copies of all intervening recorded assignments, showing a complete chain of title from origination to the Trustee, if any, with evidence of recording thereon, (D) originals of all assumption, modification, written assurance or substitution agreements, if any and (E) either: (1) the original Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (ii) cause the Custodian, on behalf of the Trustee, within 60 days following the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans to complete the assignments of the Mortgages to "Bankers Trust Company______________________________, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-1 199_-_ under the Pooling and Servicing Agreement dated as of February 1________________ __, 1998" 199_ to be submitted to the Seller for recording in the appropriate jurisdictions (unless the Originator of the related Mortgage Loan is Ameriquest, in which case Ameriquest shall so submit such assignments) for recording in the appropriate jurisdictions; provided, however, that the Depositor shall not be required to cause the Trustee to complete and cause the Seller to record (and Ameriquest shall not be required to record) an assignment for any Mortgage with respect to a Property located in California or with respect to which the original recording information is lacking; (iii) if not delivered on the Startup Day, 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 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 one year two years after the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans); and (iv) with respect to each Subsequent Transfer Date only, furnish to the Trustee at the Depositor's expense, an opinion opinions of counsel with respect to the true sale and perfection of the Subsequent Mortgage Loans delivered to the Trust, corporate and enforceability matters and an opinion of counsel as to the tax consequences to the Trust, if any, resulting from the conveyance to the Trust of the Subsequent Mortgage Loans, each in form and substance satisfactory to the Trustee. Notwithstanding anything to the contrary contained in this Section 3.05, 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 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. Copies of all Mortgage assignments received by the Trustee Custodian, on behalf of the Trustee, shall be retained in the related File. All recording required pursuant to this Section 3.05 shall be accomplished at the expense of the Seller. (c) In the case of Initial Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the foregoing, will deliver 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. (d) The Seller shall transfer, or, if related to an Ameriquest Loan, cause Ameriquest to 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, Subsequent Mortgage Loans and Qualified Replacement Mortgages. (a) On the Startup Day the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners, all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments collected) and interest due on each Initial Mortgage Loan on or prior to the CutOff Cut-Off Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the 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 Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial 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 or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Depositor and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Seller will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred 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 Initial Mortgage Loans, any Subsequent Mortgage Loans to be delivered to the Trust and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Depositor will file in such offices a similar UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred 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 Initial Mortgage Loans and prior to each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loan, the Depositor agrees to: (i) deliver without recourse to the Custodian, on behalf of the Trustee, on the Startup Day with respect to each Initial Mortgage Loan or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgage or Subsequent Mortgage Loans, (A) the original Notes endorsed in blank or to the order of 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 or certified copies of all intervening recorded assignments, showing a complete chain of title from origination to the Trustee, if any, with evidence of recording thereon, (D) originals of all assumption, modification, written assurance or substitution agreements, if any and (E) either: (1) the original Mortgage, with evidence of recording thereon, (2) a certified copy if such original Mortgage has not been returned by the applicable recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (ii) cause the Custodian on behalf of the Trustee, within 60 days following the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans to complete the assignments of the Mortgages to "Bankers Trust CompanyThe Bank of New York, as Trustee of AMRESCO Residential Securities Corporation Mortgage Loan Trust 19981997-1 2 under the Pooling and Servicing Agreement dated as of February June 1, 19981997" to be submitted to the Seller for recording in the appropriate jurisdictions (unless the Originator of the related Mortgage Loan is Ameriquesteither Ameriquest or Option One, in which case Ameriquest either Long Beach or Option One shall so submit such assignments) for recording in the appropriate jurisdictions; provided, however, that the Depositor shall not be required to cause the Trustee Custodian to complete and cause the related Originator (if the Originator is either Ameriquest or Option One) or the Seller to record (and Ameriquest shall not be required to record) an assignment for any Mortgage with respect to a Property located in California or with respect to which the original recording information is lacking; (iii) if not delivered on the Startup Day, 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 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 one year after the Startup Day with respect to the Initial Mortgage Loans or on each Subsequent Transfer Date with respect to the Qualified Replacement Mortgages or Subsequent Mortgage Loans); and (iv) with respect to each Subsequent Transfer Date only, furnish to the Trustee at the Depositor's expense, an opinion of counsel with respect to the sale and perfection of the Subsequent Mortgage Loans delivered to the Trust, corporate and enforceability matters and an opinion of counsel as to the tax consequences to the Trust, if any, resulting from the conveyance of Subsequent Mortgage Loans, each in form and substance satisfactory to the Trustee. Notwithstanding anything to the contrary contained in this Section 3.05, 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 Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the 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. Copies of all Mortgage assignments received by the Custodian on behalf of the Trustee shall be retained in the related File. All recording required pursuant to this Section 3.05 shall be accomplished at the expense of the Seller. (c) In the case of Initial Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the foregoing, will deliver 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. (d) The Seller shall transfercause the related Originator, or, if related to an Ameriquest Loan, cause Ameriquest to 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 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 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) 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 partythe Seller, (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.