Common use of Conveyance of the Trust Clause in Contracts

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Policy to be delivered to the Depositor and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring party's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the the PMI Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the each such sale and assignment set forth in the second paragraph of this Section 2.01assignment, the Depositor Company, in its capacity as Seller hereunder, does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the Certificate Insurance Policy and the PMI Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Policy Payments Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the each such sale and assignment set forth in the second paragraph of this Section 2.01assignment, the Depositor Company, in its capacity as Seller hereunder, does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Policy to be delivered to the Depositor and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. The respective transfers by the Seller and the Depositor of the Mortgage Loans shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring party's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The SellerTransferor, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller Transferor on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, Date (whether in the nature of amounts held by the Seller Transferor for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of , and together with its rights, as purchaser, under the Initial Mortgage Loans, the Mortgages, Loan Conveyance Agreement and each Subsequent Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage LoansLoan Conveyance Agreement. In addition, on or prior to the Closing Date the Seller Transferor shall (i) cause the PMI Financial Guaranty Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust thereof by the Seller to the Depositor and by the Depositor Transferor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor Transferor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partyTransferor's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereofDate, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income together with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:its

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Financial Guaranty Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions transaction contemplated hereby by such sale and in each Subsequent Transfer Agreement assignment as sales a sale in accordance with generally accepted accounting principles and will reflect such transactions as sales sale on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:.

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Policy to be delivered to the Depositor and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring party's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions transaction contemplated hereby by such sale and in each Subsequent Transfer Agreement assignment as sales a sale in accordance with generally accepted accounting principles and will reflect such transactions as sales sale on its primary accounting records. In connection with the such sale and assignment set forth in the second paragraph of this Section 2.01assignment, the Depositor Company, in its capacity as Seller hereunder, does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-–off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Policy to be delivered to the Depositor and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's ’s right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. The respective transfers by the Seller and the Depositor of the Mortgage Loans shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring party's ’s right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders of the related Pool, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Initial Pool I, Pool II, Pool III and Pool IV Mortgage Loans, the Mortgages, the Mortgage Files and Files, the Mortgage NotesNotes and, with respect to FHA Loans, all rights under the Reserve Amount relating to such FHA Loans, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall [(i) )] cause the PMI Policy [CERTIFICATE INSURANCE POLICY] to be delivered to the Depositor and Trustee [AND (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection AccountDEPOSIT THE CLOSING DATE DEPOSIT IN THE COLLECTION ACCOUNT]. Immediately upon the conveyance of the corpus The Mortgage Loans that from time to time constitute part of the Trust referred to in the preceding paragraphEstate shall be divided into four separate sub-trusts, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust one for the benefit Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV Mortgage Loans. Nothing in this Agreement, however, shall be deemed to create a transfer of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage an FHA Loan in accordance herewithviolation of Title I or the FHA Regulations. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is are deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders of the related Pool a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect (exclusive of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereofassumption fees, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:late payment charges,

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the Certificate Insurance Policy and the PMI Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Policy Payments Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the each such sale and assignment set forth in the second paragraph of this Section 2.01assignment, the Depositor Company, in its capacity as Seller hereunder, does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Financial Guaranty Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions transaction contemplated hereby by such sale and in each Subsequent Transfer Agreement assignment as sales a sale in accordance with generally accepted accounting principles and will reflect such transactions as sales sale on its primary accounting records. In connection with the such sale and assignment set forth in the second paragraph of this Section 2.01assignment, the Depositor Company, in its capacity as Seller hereunder, does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:following

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Certificate Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Purchase Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account)Investments, and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and sold to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions transaction contemplated hereby by such sale and in each Subsequent Transfer Agreement assignment as sales a sale in accordance with generally accepted accounting principles and will reflect such transactions as sales sale on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:.

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Financial Guaranty Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon The Seller does irrevocably direct the conveyance Trustee to issue the Certificates to the Underwriters named in that certain Underwriting Agreement, dated March 25, 1998, among Donaldson, Lufkin, & Jenrxxxx Xxxurities Corporation, as representative of the corpus several Underwriters named therein, Aames Financial Corporation and the Company (the "Underwriting Agreement"), and such direction is a condition to the obligations of the Trust referred Trustee to in issue the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewithCertificates. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments (exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges) made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:.

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Certificate Insurance Policy to be delivered to the Depositor Trustee and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring partySeller's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:or

Conveyance of the Trust. The Seller, concurrently with the execution and delivery of this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein), all of its right, title and interest in and to the corpus of the Trust, including specifically, without limitation, the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and principal (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on or with respect to the Mortgage Loans on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Cut-off Date or otherwise), and the Class P Deposit together with all of its right, title and interest in and to the proceeds received on or after the related Cut-off Date of any related insurance policies. Such delivery of the Mortgage Loans, the Mortgages, Mortgage Files and the Mortgage Notes shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. In addition, on or prior to the Closing Date the Seller shall (i) cause the PMI Policy to be delivered to the Depositor and (ii) deposit the Closing Date Deposit with the Depositor for deposit in the Collection Account. Immediately upon the conveyance of the corpus of the Trust referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee in trust for the benefit of the Certificateholders, without recourse (except as otherwise explicitly provided for herein), all the right, title and interest of the Depositor in and to the Trust, the PMI Policy and the Closing Date Deposit together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance herewith. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the corpus of the Trust by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to Depositor and the Depositor shall be deemed to have granted to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferring party's right, title and interest in and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal or interest on the Mortgage Loans received on or after the related Cut-off Date net of amounts in respect of interest accrued on the Mortgage Loans in periods prior to the related Cut-off Date, all other payments made in respect of such Mortgage Loans on or after the related Cut-off Date and all proceeds of any thereof, including all amounts on deposit in the Certificate Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account and amounts invested in Permitted Investments (but excluding all investment income with respect to the Prefunding Account and Capitalized Interest Account), and that this Agreement shall constitute a security agreement under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The Company confirms to the Depositor and the Depositor confirms to the Trustee that it has caused its computer records relating to the Initial Mortgage Loans to indicate by a code that the Initial Mortgage Loans have been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and constitute part of the Trust in accordance with the terms of this Agreement. The Company further confirms to the Depositor and the Depositor further confirms to the Trustee that it will cause its computer records relating to each Subsequent Mortgage Loan to indicate by a code that such Subsequent Mortgage Loan has been sold, respectively, to the Depositor and to the Trustee on behalf of the Trust and that it constitutes part of the Trust in accordance with the terms of this Agreement. The Company and the Depositor each confirms that it will treat the conveyance transactions contemplated hereby and in each Subsequent Transfer Agreement as sales in accordance with generally accepted accounting principles and will reflect such transactions as sales on its primary accounting records. In connection with the sale and assignment set forth in the second paragraph of this Section 2.01, the Depositor does hereby deliver to or cause to be delivered to, and deposit with or cause to be deposited with, the Trustee the originals of the following documents or instruments with respect to each Mortgage Loan so assigned:this