Common use of Obligations of Seller Upon Sale Clause in Contracts

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the Cut-off Date (i) its account number and (ii) the related Cut-off Date Asset Balance. Such Mortgage Loan Schedule forms a part of Exhibit C to the Pooling and Servicing Agreement and shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement with the Secretary of State in the State of California (which shall have been filed on or before the Closing Date with respect to the Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall deliver to the Depositor, or at the Depositor's direction, to the Trustee (a) on the Closing Date, with respect to not less than 50% of the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (the "Related Documentation"): (i) the original Mortgage Note endorsed in blank; (ii) an original Assignment of Mortgage in blank in recordable form; (iii) the original recorded Mortgage or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller, at the direction of the Purchaser, shall deliver or cause to be delivered to the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000; (vi) the original of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the parties hereto intend to treat the transfer of the Mortgage Loans as provided herein as a sale for accounting and other purposes, by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, Date (a) to indicate in its books and records that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser, Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the Cut-off Date Off Date, (i) its account number and (ii) the related Cut-off Date Asset its Principal Balance. Such Mortgage Loan Schedule file, which forms a part of Exhibit C B to the Pooling and Servicing Agreement and Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement statements with the Secretary County Clerk of State in the State of California Cobb (which xxich shall have been filed on or before the Closing Date with respect to the Mortgage Loans) Loans describing the applicable Mortgage Loans and naming the Seller as debtor and and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices office of the Seller, as are necessary to perfect and protect the sale of the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to to, and deposit with the DepositorTrustee, as assignee of the Purchaser, on or at the Depositor's direction, to the Trustee (a) on before the Closing Date, with respect to not less than 50% of the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, Date the following documents or instruments with respect to each Mortgage Loan (the "Related Documentation"): (i) the original Mortgage Note endorsed in blank; (ii) an original Assignment of Mortgage in blank in recordable form; (iii) the original recorded Mortgage or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller, at the direction of the Purchaser, shall deliver or cause to be delivered to the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000; (vi) the original of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the parties hereto intend to treat the transfer of the Mortgage Loans as provided herein as a sale for accounting and other purposes, by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser, Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the related Cut-off Date Date, (i) its account number and (ii) the related Cut-off Date Asset Balance. Such Mortgage Loan Schedule forms a part of Exhibit C to the Pooling and Servicing Agreement and file shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement with the Secretary of State in the State of California (which shall have been filed on or before the Closing Date with respect to the Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser, the Depositor and the Issuer deliver to to, and deposit with the DepositorCustodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or at the Depositor's direction, to the Trustee (a) on before the Closing Date, with respect to not less than 50% of Date (except as noted below) the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (collectively, the "Related Documentation"): (i) the original “Mortgage Note endorsed in blank; (ii) an original Assignment of Mortgage in blank in recordable form; (iii) the original recorded Mortgage File” or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller, at the direction of the Purchaser, shall deliver or cause to be delivered to the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000; (vi) the original of any guaranty executed in connection with other than the Mortgage Note; (vii, the “Related Documents”) listed in Section 2.01(b) of the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the MortgageTransfer and Servicing Agreement. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the parties hereto intend to treat that the transfer of the Mortgage Loans as provided transaction set forth herein as be a sale for all purposes other than accounting and other purposes, federal income tax purposes by the Seller to the Purchaser of all the Seller's ’s right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's ’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller's ’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the related Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the applicable Cut-off Off Date (i) its account number and (ii) the related Cut-off Off Date Asset Loan Balance. Such Mortgage Loan Schedule file, which forms a part of Exhibit C D to the Pooling and Servicing Agreement and Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement statements with the Secretary of State in the State of California North Carolina (which shall have been filed on or before the Closing Date with respect to the Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and and, with respect to the Mortgage Loans, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) as secured party and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices office of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan Loan, the payments thereon and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall deliver to the Depositoron behalf, or and at the Depositor's direction, to of the Trustee (a) Purchaser deliver to, and deposit with, the Trustee, as Document Custodian on or before the Closing Date, with respect to not less than 50% of the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (the "Related DocumentationDocuments"): (i) the original Mortgage Note Note, endorsed "Pay to the order of Norwest Bank Minnesota, National Association, as trustee for the registered holders from time to time of FURSX Xxxtgage Loan Trust 1998-B, Mortgage Pass-Through Certificates, Series 1998-B, without recourse," signed in blankthe name of the Seller by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator of such Mortgage Loan to the Seller; (ii) an the original Assignment Mortgage, with evidence of recording thereon, provided, that if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in blank which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall cause to be delivered to the Document Custodian a certified true copy of such original Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original Mortgage has been so delivered to such recording office; in recordable formall such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the Document Custodian promptly upon receipt of the original recorded Mortgage; (iii) the original recorded Mortgage orassignment of Mortgage, iffrom the Seller to "Norwest Bank Minnesota, National Association, as trustee for the registered holders from time to time of FURSX Xxxtgage Loan Trust 1998-B," which assignment shall be in connection with any Mortgage Loan, form and substance acceptable for recording; (iv) the original recorded Mortgage with evidence attorney's opinion of recording thereon cannot be delivered on title or prior to the Closing Date because original policy of a delay caused by the public recording office where title insurance, provided, that if any such original Mortgage policy of title insurance has not yet been delivered for recordation or because such original Mortgage has been lost, received by the Seller, at the direction of the Purchaser, Seller shall deliver or cause to be delivered to the Trustee, Document Custodian a true and correct copy of such Mortgage, together with (i) in policy or a title insurance binder or commitment for the case issuance of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recordedpolicy; (ivv) if applicable, the original originals of all intervening assignments, if any ("Intervening Assignments")assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser orSeller, provided, that if any such original Intervening Assignment has not been returned from the applicable recording office or intervening assignment of Mortgage has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public delivered for recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) office of the jurisdiction in which the case Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller may have delivered to the Document Custodian a certified true copy of an such original Intervening Assignment assignment of Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original assignment of Mortgage has been lostso delivered to such recording office; in all such instances, a certificate by the appropriate county recording office where Seller shall deliver or cause to be delivered any such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000;original assignments to the Document Custodian promptly upon receipt thereof; and (vi) the original originals of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreementall assumption and modification agreements, if any; provided, relating however, the Seller may deliver to the Document Custodian all of the above documents other than those referred to in clause (i) above (which shall be delivered on or before the Closing Date) within 60 days after the Closing Date. For all Mortgage Loans that were owned by the Seller on the Cut-Off Date as successor by merger to the originator or previous holder, the Seller shall deliver to the Trustee, as Document Custodian, on or before the Closing Date, an officer's certificate identifying such Mortgage Loans and the identities of the Persons (each, a "Merged Holder") that are reflected on the related Mortgage Notes and Mortgage or assignment of Mortgage as the holder, certifying that the Seller is successor by merger to each such Merged Holder and certifying as to the authority of the officer signing the endorsement referred to in clause (i) above and the assignment of Mortgage referred to in clause (iii) above to execute the same. Such officer's certificate shall constitute part of the Mortgage File of each such Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused caused, the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller Master Servicer to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, Purchaser or the Trustee as assignee of the Purchaser, as applicable. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.22.1. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the The parties hereto intend that (a) the transaction set forth herein with respect to treat the transfer of the Mortgage Loans as provided herein as be a sale for accounting and other purposes, by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other related property described above. In above and (b) in the event such transfer the transaction set forth herein with respect to the Mortgage Loans is deemed not to be a sale, the Seller shall be deemed to have granted and does hereby grants grant to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other related property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Purchase Agreement shall constitute a security agreement under applicable law.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser, Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the related Cut-off Date Date, (i) its account number and (ii) the related Cut-off Date Asset Balance. Such Mortgage Loan Schedule forms a part The file prepared by or on behalf of Exhibit C to the Pooling and Servicing Agreement and Seller shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement with the Secretary of State in the State of California (which shall have been filed on or before the Closing Date with respect to the Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser, the Depositor and the Issuer deliver to to, and deposit with the DepositorCustodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or at the Depositor's direction, to the Trustee (a) on before the Closing Date, with respect to not less than 50% of Date (except as noted below) the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (collectively, the "Mortgage File" or, other than the Mortgage Note, the "Related DocumentationDocuments"): (i) the original Mortgage Note endorsed listed in blank; (iiSection 2.01(b) an original Assignment of Mortgage in blank in recordable form; (iii) the original recorded Mortgage or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller, at the direction of the Purchaser, shall deliver or cause to be delivered to the Trustee, a true Transfer and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000; (vi) the original of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the MortgageServicing Agreement. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the parties hereto intend to treat that the transfer of the Mortgage Loans as provided transaction set forth herein as be a sale for all purposes other than accounting and other purposes, federal income tax purposes by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date or, in the case of the Subsequent Mortgage Loans, the Subsequent Transfer Date, (a) to indicate in its books and records that the related Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the applicable Cut-off Off Date (i) its account number and (ii) the related Cut-off Off Date Asset Loan Balance. Such Mortgage Loan Schedule file, which forms a part of Exhibit C D to the Pooling and Servicing Agreement and Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement statements with the Secretary of State in the State of California North Carolina (which shall have been filed on or before the Closing Date with respect to the Initial Mortgage Loans and within 5 days of the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and and, with respect to the Initial Mortgage Loans, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) or, with respect to the Subsequent Mortgage Loans, the Trustee, as secured party and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices office of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan Loan, the payments thereon and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall deliver to the Depositoron behalf, or and at the Depositor's direction, to of the Trustee (a) Purchaser deliver to, and deposit with, the Trustee, as Document Custodian on or before the Closing Date, with respect to not less than 50% or in the case of the Subsequent Mortgage Loans, and (b) within 30 days following the Closing related Subsequent Transfer Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (the "Related DocumentationDocuments"): (i) the original Mortgage Note Note, endorsed "Pay to the order of Norwest Bank Minnesota, National Association, as trustee for the registered holders from time to time of FURSX Xxxtgage Loan Trust 1998-A, Mortgage Pass-Through Certificates, Series 1998-A, without recourse," signed in blankthe name of the Seller by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator of such Mortgage Loan to the Seller; (ii) an the original Assignment Mortgage, with evidence of recording thereon, provided, that if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in blank which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall cause to be delivered to the Document Custodian a certified true copy of such original Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original Mortgage has been so delivered to such recording office; in recordable formall such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the Document Custodian promptly upon receipt of the original recorded Mortgage; (iii) the original recorded Mortgage orassignment of Mortgage, iffrom the Seller to "Norwest Bank Minnesota, National Association, as trustee for the registered holders from time to time of FURSX Xxxtgage Loan Trust 1998-A," which assignment shall be in connection with any Mortgage Loan, form and substance acceptable for recording; (iv) the original recorded Mortgage with evidence attorney's opinion of recording thereon cannot be delivered on title or prior to the Closing Date because original policy of a delay caused by the public recording office where title insurance, provided, that if any such original Mortgage policy of title insurance has not yet been delivered for recordation or because such original Mortgage has been lost, received by the Seller, at the direction of the Purchaser, Seller shall deliver or cause to be delivered to the Trustee, Document Custodian a true and correct copy of such Mortgage, together with (i) in policy or a title insurance binder or commitment for the case issuance of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recordedpolicy; (ivv) if applicable, the original originals of all intervening assignments, if any ("Intervening Assignments")assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser orSeller, provided, that if any such original Intervening Assignment has not been returned from the applicable recording office or intervening assignment of Mortgage has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public delivered for recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) office of the jurisdiction in which the case Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller may have delivered to the Document Custodian a certified true copy of an such original Intervening Assignment assignment of Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original assignment of Mortgage has been lostso delivered to such recording office; in all such instances, a certificate by the appropriate county recording office where Seller shall deliver or cause to be delivered any such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000;original assignments to the Document Custodian promptly upon receipt thereof; and (vi) the original originals of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreementall assumption and modification agreements, if any; provided, relating however, the Seller may deliver to the Mortgage Loan; and Document Custodian all of the above documents other than those referred to in clause (viiii) any security agreement, chattel mortgage above (which shall be delivered on or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that, as of before the Closing Date, it has caused ) within 60 days after the portions of the Electronic Ledger relating to the Closing Date. For all Initial Mortgage Loans maintained that were owned by the Seller on the Initial Cut-Off Date as successor by merger to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold originator or previous holder, the Seller shall deliver to the Trustee, as assignee of Document Custodian, on or before the Purchaser. The Purchaser hereby acknowledges its acceptance of all rightClosing Date, title and interest to the an officer's certificate identifying such Initial Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization identities of the Investor Certificates as debt for FederalPersons (each, state and local income and franchise tax purposes, the parties hereto intend to treat the transfer of the Mortgage Loans as provided herein as a sale for accounting and other purposes, by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law."Merged Holder") that are

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser, Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a Mortgage Loan Schedule computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the related Cut-off Date Date, (i) its account number and (ii) the related Cut-off Date Asset Balance. Such Mortgage Loan Schedule forms a part The file prepared by or on behalf of Exhibit C to the Pooling and Servicing Agreement and Seller shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statement with the Secretary of State in the State of California (which shall have been filed on or before the Closing Date with respect to the Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal offices of the Seller, as are necessary to perfect and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser, the Depositor and the Issuing Entity deliver to to, and deposit with the DepositorCustodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or at the Depositor's direction, to the Trustee (a) on before the Closing Date, with respect to not less than 50% of Date (except as noted below) the Mortgage Loans, and (b) within 30 days following the Closing Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan (collectively, the "Related Documentation"): (i) the original “Mortgage Note endorsed in blank; (ii) an original Assignment of Mortgage in blank in recordable form; (iii) the original recorded Mortgage File” or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Seller, at the direction of the Purchaser, shall deliver or cause to be delivered to the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Purchaser stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the Purchaser or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) a title policy for each Mortgage Loan with a Credit Limit in excess of $100,000; (vi) the original of any guaranty executed in connection with other than the Mortgage Note; (vii, the “Related Documents”) listed in Section 2.01(b) of the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the MortgageTransfer and Servicing Agreement. The Seller further hereby confirms to the Purchaser that, as of the Closing Date, it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Seller to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Trustee, as assignee of the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to this Section 2.2. Notwithstanding the characterization of the Investor Certificates as debt for Federal, state and local income and franchise tax purposes, the parties hereto intend to treat that the transfer of the Mortgage Loans as provided transaction set forth herein as be a sale for all purposes other than accounting and other purposes, federal income tax purposes by the Seller to the Purchaser of all the Seller's ’s right, title and interest in and to the Mortgage Loans and other property described above. In the event such transfer the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's ’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller's ’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.