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 all 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the TrusteeSeller, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing Seller without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 Mortgage Pass-Through Certificates, Series 20022001-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the TrusteeSeller in recordable form; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the TrusteeSeller; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 Mortgage Pass-Through Certificates, Series 20022001-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor Company cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor Company shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor Company shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor Company within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article IISeller.

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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 3 Mortgage Pass-Through Certificates, Series 20022001-13, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 3 Mortgage Pass-Through Certificates, Series 20022001-13, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the TrusteeSeller, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing Seller without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20021997-1 C Mortgage Pass-Through Certificates, Series 20021997-1C, without recourse"; except that with respect to 3 Mortgage Loans identified to the Trustee by loan number, an original lost note affidavit has been supplied in lieu of the original Mortgage Note; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original executed assignment of the Mortgage executed by the Person assigning the Mortgage to the Trusteein recordable form; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the TrusteeSeller or one of its Affiliates; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policyLoan. 44 As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"thereof, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller (at the Seller's expense) to the Trustee at Seller's expense to the effect that Trustee, the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor Company cannot deliver the original Mortgage or any intervening mortgage assignment to the benefit of the Seller or one of its affiliates with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor Company shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor Company shall promptly deliver to the Trustee any such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor Company within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article IISeller.

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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the TrusteeSeller, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing Seller without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022000-1 2 Mortgage Pass-Through Certificates, Series 20022000-12, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the TrusteeSeller in recordable form; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the TrusteeSeller; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022000-1 2 Mortgage Pass-Through Certificates, Series 20022000-12, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded if the Certificate Insurer reasonably determines based upon a change of any law (including case law) or fact, including any fact referenced or assumed in any such Opinion of Counsel, that it no longer is satisfied with the conclusion drawn in such Opinion of Counsel, and delivers notice to such effect to the Seller and the Seller does not promptly deliver to the Certificate Insurer a new Opinion of Counsel reasonably satisfactory to the Certificate Insurer reaffirming each of the opinions contained in the original Opinion of Counsel delivered at the Closing Date in lieu of such recordation. All recording of assignments of mortgages shall be at the expense of the Seller without any right of reimbursement from the Trust. Notwithstanding anything herein to the contrary, in the event that the Certificate Insurer, in its reasonable discretion, determines that the laws of a particular jurisdiction require recordation of assignments of Mortgage Loans in order to protect the interests of the Trust, the Certificateholders and the Certificate Insurer in the Mortgage Loans, then the Seller shall be required to record assignments of Mortgage Loans in such jurisdiction. In addition, in connection with such sales and assignments, the Company, in its capacity as Seller hereunder, does hereby deliver to, and deposit with, the Trustee the Certificate Insurance Policy for the benefit of the Certificateholders. If the Depositor Company cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor Company shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor Company shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor Company within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article IISeller.

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 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 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, respectivelyCertificates. 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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 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. 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 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, together with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.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, (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 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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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 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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the TrusteeSeller, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing Seller without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022000-1 Mortgage Pass-Through Certificates, Series 20022000-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the TrusteeSeller in recordable form; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the TrusteeSeller; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022000-1 Mortgage Pass-Through Certificates, Series 20022000-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded if the Certificate Insurer reasonably determines based upon a change of any law (including case law) or fact, including any fact referenced or assumed in any such Opinion of Counsel, that it no longer is satisfied with the conclusion drawn in such Opinion of Counsel, and delivers notice to such effect to the Seller and the Seller does not promptly deliver to the Certificate Insurer a new Opinion of Counsel reasonably satisfactory to the Certificate Insurer reaffirming each of the opinions contained in the original Opinion of Counsel delivered at the Closing Date in lieu of such recordation. All recording of assignments of mortgages shall be at the expense of the Seller without any right of reimbursement from the Trust. Notwithstanding anything herein to the contrary, in the event that the Certificate Insurer, in its reasonable discretion, determines that the laws of a particular jurisdiction require recordation of assignments of Mortgage Loans in order to protect the interests of the Trust, the Certificateholders and the Certificate Insurer in the Mortgage Loans, then the Seller shall be required to record assignments of Mortgage Loans in such jurisdiction. In addition, in connection with such sales and assignments, the Company, in its capacity as Seller hereunder, does hereby deliver to, and deposit with, the Trustee the Certificate Insurance Policy for the benefit of the Certificateholders. If the Depositor Company cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor Company shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor Company shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor Company within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article IISeller.

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 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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.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 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 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 herewith. The respective transfers by violation of Title I or 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, respectivelyFHA 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 2 Mortgage Pass-Through Certificates, Series 20022001-12, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20022001-1 2 Mortgage Pass-Through Certificates, Series 20022001-12, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "“Pay to the order of Bankers Deutsche Bank National Trust Company of California, N.A.Company, in trust for the benefit of holders of Aames Mortgage Trust 2002-1 2 Mortgage Pass-Through Certificates, Series 2002-12, without recourse"”; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's ’s title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's ’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's ’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's ’s name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers “Deutsche Bank National Trust Company of California, N.A.Company, in trust for the benefit of holders of Aames Mortgage Trust 2002-1 2 Mortgage Pass-Through Certificates, Series 2002-12, without recourse"”, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's ’s expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's ’s and the Certificateholders' ’ interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's ’s Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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 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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.

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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the Trustee, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the Trustee; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the Trustee; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 2002-1 Mortgage Pass-Through Certificates, Series 2002-1, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. If the Depositor cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article II.this

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 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. 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 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: (a) The original Mortgage Note, with all intervening endorsements sufficient to show a complete chain of endorsement to the Person endorsing the Mortgage Note to the TrusteeSeller, endorsed (which endorsement may be by manual or facsimile signature) by the Person so endorsing Seller without recourse to the order of the Trustee in the following form: "Pay to the order of Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20021999-1 2 Mortgage Pass-Through Certificates, Series 20021999-12, without recourse"; (b) The original Mortgage with evidence of recording indicated thereon; (c) The original assignment of the Mortgage executed by the Person assigning the Mortgage to the TrusteeSeller in recordable form; (d) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; (e) Originals of all intervening mortgage assignments with evidence of recording indicated thereon sufficient to show a complete chain of assignment from the originator of the Mortgage Loan to the Person assigning such assignments to the TrusteeSeller; and (f) Original lender's title insurance policy issued on the date of the origination of such Mortgage Loan or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policyLoan. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Company, in its capacity as initial Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof in the following form: "Bankers Trust Company of California, N.A., in trust for the benefit of holders of Aames Mortgage Trust 20021999-1 2 Mortgage Pass-Through Certificates, Series 20021999-12, without recourse", (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Company, in its capacity as initial Sub-Servicer, Servicer has not received the information required to prepare such assignment in recordable form, the Company, in its capacity as initial Sub-Servicer, Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Company Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered to the Trustee at Seller's expense to the effect that the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded if the Certificate Insurer reasonably determines based upon a change of any law (including case law) or fact, including any fact referenced or assumed in any such Opinion of Counsel, that it no longer is satisfied with the conclusion drawn in such Opinion of Counsel, and delivers notice to such effect to the Seller and the Seller does not promptly deliver to the Certificate Insurer a new Opinion of Counsel reasonably satisfactory to the Certificate Insurer reaffirming each of the opinions contained in the original Opinion of Counsel delivered at the Closing Date in lieu of such recordation. All recording of assignments of mortgages shall be at the expense of the Seller without any right of reimbursement from the Trust. Notwithstanding anything herein to the contrary, in the event that the Certificate Insurer, in its reasonable discretion, determines that the laws of a particular jurisdiction require recordation of assignments of Mortgage Loans in order to protect the interests of the Trust, the Certificateholders and the Certificate Insurer in the Mortgage Loans, then the Seller shall be required to record assignments of Mortgage Loans in such jurisdiction. In addition, in connection with such sales and assignments, the Company, in its capacity as Seller hereunder, does hereby deliver to, and deposit with, the Trustee the Certificate Insurance Policy for the benefit of the Certificateholders. If the Depositor Company cannot deliver the original Mortgage or any intervening mortgage assignment with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such original Mortgage or mortgage assignment has been delivered for recordation, the Depositor Company shall deliver to the Trustee an Officer's Certificate, with a photocopy of such Mortgage or mortgage assignment, as the case may be, attached thereto, stating that such original Mortgage or mortgage assignment has been delivered to the appropriate public recording official for recordation. The Depositor Company shall promptly deliver to the Trustee such original Mortgage or intervening mortgage assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. If the Depositor Company within six months from the Closing Date shall not have received such original Mortgage or intervening mortgage assignment from the public recording official, it shall obtain, and deliver to the Trustee within eight months from the Closing Date, a copy of such original Mortgage or mortgage assignment certified by such public recording official to be a true and complete copy of such original Mortgage or mortgage assignment as recorded by such public recording office. The costs relating to the delivery of the documents specified in this Section shall be borne by the Depositor. The Seller shall deliver to the Depositor, within the time periods called for by this Article II, such documents as are required to be delivered by the Depositor to the Trustee pursuant to this Article IISeller.