Common use of Obligations of the Originator Upon Sale Clause in Contracts

Obligations of the Originator Upon Sale. In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan. In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator's right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator'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 Originator's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of the Originator Upon Sale. In connection with the any transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, expense on or prior to the Closing Date or as otherwise indicated in this Section 2.02Date, (a) to indicate in cause its books, books and records and computer systems the books and records of each Seller Trust, to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, Agreement and (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such fileBalance. Such files, which forms form a part of Schedule I Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule A I-VI to this Agreement and is are hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage LoanAgreement. In connection with such any conveyance by the OriginatorSellers, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian Trustee (or the Custodian on behalf of the Trustee), as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date Date, the following documents or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the manner set forth following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee,” or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in Section 2.01 form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to “Deutsche Bank National Trust Company, as Trustee” (iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance, substitution agreement or guarantee, if any. The Originator hereby confirms to the Purchaser and the Trustee that it has caused the appropriate entries to be made in its general accounting records to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement. If any of the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Originator to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian, no later than the Closing Date, of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.02(v) above, the Originator shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Originator shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Originator shall have 90 days to cure such defect or deliver such missing document to the Purchaser. If the Originator does not cure such defect or deliver such missing document within such time period, the Originator shall either repurchase or substitute for such Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing Agreement. Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or and hereafter created, conveyed to it pursuant to Section 2.01 hereof2.01. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator Sellers to the Purchaser of all of the Originator's applicable Seller’s right, title and interest in and to the related Mortgage Loans and other property described above. Nonetheless, in In the event the transaction set forth herein is deemed not to be a sale, the Originator each Seller hereby grants to the Purchaser a security interest in all of the Originatorsuch Seller's right, title and interest in, to and under the related Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Originatorsuch Seller's obligations hereunder, ; and this Agreement shall constitute a security agreement under applicable law. The Originator shall cause the Assignments which were delivered in blank to be completed and the Purchaser shallshall cause all Assignments referred to in Section 2.02(iii) hereof and, to the extent consistent necessary, in Section 2.02(iv) hereof to be recorded. The Originator shall be required to deliver such assignments for recording within 180 days of the Closing Date. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Originator shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with this Agreementrespect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, take such actions as may however, each Assignment shall be necessary to ensure that, if this Agreement were deemed to create a security interest submitted for recording by the Originator in the Mortgage Loansmanner described above, such security interest would be deemed at no expense to be the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a perfected security interest Servicer Event of first priority under applicable law and will be maintained Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as such throughout the term described in Section 7.02 of the Pooling and Servicing Agreement, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice from the Purchaser that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the related Seller shall be required to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of such notice. The related Seller shall furnish the Trustee (or the Custodian on behalf of the Trustee), or its designated agent, with a copy of each Assignment submitted for recording. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date, the Trustee (or the Custodian on behalf of the Trustee), at the expense of the related Seller, shall cause to be completed such endorsements “Pay to the order of Deutsche Bank National Trust Company, as Trustee, without recourse.”

Obligations of the Originator Upon Sale. In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan. In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator's ’s right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator's ’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 Originator's ’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.. Fremont 2006-D Mortgage Loan Purchase Agreement

Obligations of the Originator Upon Sale. In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan. In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator's ’s right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator's ’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 Originator's ’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.. Fremont 2006-B Mortgage Loan Purchase Agreement

Obligations of the Originator Upon Sale. In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan. In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator's right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator'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 Originator's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.. Fremont 2005-A Mortgage Loan Purchase Agreement