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

Obligations of the Seller Upon Sale. In connection with the transfer pursuant to Section 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 that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 file, which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreements. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event 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 other property described in Section 2.01, 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 Seller 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 Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing DateDate with respect to each Contract, (a) to indicate in its books and records that the Mortgage Loans Contracts have been sold to the Purchaser or to the Issuer, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer an electronic file containing a true and complete list of all such Mortgage Loans Contracts specifying for each such Mortgage LoanContract, as of the related Cut-Off off Date, : (i) its account number and (ii) the Cut-Off off Date Principal Balance and such other information specified in the definition of "List of Contracts" in the Indenture. Such electronic file, which forms a part of Schedule A Exhibit B to the Pooling and Servicing Agreement, Indenture shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. . (b) In connection with such the conveyance by the Seller, on or prior to the Closing Date with respect to each Contract, the Seller shall deliver or cause to be delivered to the Indenture Trustee, or the Custodian on behalf its behalf, the Contract File with respect to each Contract and the Land-and-Home Contract File with respect to each Land-and-Home Contract transferred and assigned pursuant to this Agreement. (c) The Seller further hereby confirms to the Purchaser that, as of the Closing Date with respect to each Contract, it has caused the portions of the Electronic Ledger relating to the Contracts maintained by the Seller to be clearly and unambiguously marked to indicate that the Contracts have been sold to the Purchaser deliver to, and deposit with or the Indenture Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreementsas applicable. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to Electronic Ledger shall indicate that the Mortgage Loans have been transferred to Contracts are held by the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act Custodian on behalf of the Indenture Trustee. (d) For administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage related to Land-and-Home Contracts shall not be required to be submitted for recording; provided, however, that each Assignment of Mortgage for each Land-and-Home Contract shall be submitted for recording by the Seller, at its expense and at the direction of the Servicer, in the name of the Indenture Trustee, and at no expense to the Issuer or the Indenture Trustee, upon the occurrence of a bankruptcy or insolvency proceeding instituted by the Servicer, or the continuance of such a proceeding against the Servicer instituted by another party, unstayed, for 60 days. Upon receipt of written notice that the Mortgage Loans constitute part recording of the Trust Assignments of Mortgage is required pursuant to the condition set forth in accordance with the terms preceding sentence, the Seller shall be required to deliver such Assignments of the Pooling and Servicing AgreementMortgage within 60 days following receipt of such notice. The Purchaser hereby acknowledges its acceptance Seller promptly shall (within 60 Business Days following the date it becomes required to submit Assignments of all right, title and interest in, Mortgage related to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or hereafter created, conveyed to it Land-and-Home Contracts for recording pursuant to this Section 2.01 hereof. The parties hereto intend that the transaction set forth herein 2.2(d)) submit or cause to be a non-recourse sale by the Seller submitted for recording, at no expense to the Purchaser (or the Trust Estate or the Indenture Trustee under the Indenture), in the appropriate public office for real property records, each Assignment of Mortgage for each Land-and-Home Contract and shall execute each original Assignment of Mortgage in the following form: "JPMorgan Chase Bank, as Indenture Trustee under the applicable agreement." In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded. (e) If a material defect in any Asset File is discovered which may materially and adversely affect the value of the related Contract, or the interests of the Indenture Trustee (as pledgee of the Contracts), the Noteholders or the Certificateholders in such Contract including if any document required to be delivered to the Indenture Trustee has not been delivered, the Seller shall cure such defect, repurchase the related Contract at the Repurchase Price or substitute an Eligible Substitute Contract for the related Contract upon the same terms and conditions set forth in Section 3.7 hereof for breaches of representations and warranties as to the Contracts. (f) The Seller agrees to prepare and execute UCC-1 financing statements with the Secretary of State in the State of Delaware (which shall have been filed within seven days of the Closing Date) describing the Contracts and naming the Seller as debtor and the Purchaser (and indicating that such Contracts have been assigned to the Issuer and pledged to the Indenture 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 location of the Seller’s right, title as are necessary to perfect and interest in, to and under protect the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security Indenture Trustee's interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01, 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 Seller each Contract 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 Agreementproceeds thereof.

Obligations of the Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing DateDate with respect to each Contract, (a) to indicate in its books and records that the Mortgage Loans Contracts have been sold to the Purchaser or to the Issuer, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer an electronic file containing a true and complete list of all such Mortgage Loans Contracts specifying for each such Mortgage LoanContract, as of the related Cut-Off off Date, : (i) its account number and (ii) the Cut-Off off Date Principal Balance and such other information specified in the definition of "List of Contracts" in the Indenture. Such electronic file, which forms a part of Schedule A Exhibit B to the Pooling and Servicing Agreement, Indenture shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. . (b) In connection with such the conveyance by the Seller, on or prior to the Closing Date with respect to each Contract, the Seller shall deliver or cause to be delivered to the Indenture Trustee, or the Custodian on behalf its behalf, the Contract File with respect to each Contract and the Land-and-Home Contract File with respect to each Land-and-Home Contract transferred and assigned pursuant to this Agreement. (c) The Seller further hereby confirms to the Purchaser that, as of the Closing Date with respect to each Contract, it has caused the portions of the Electronic Ledger relating to the Contracts maintained by the Seller to be clearly and unambiguously marked to indicate that the Contracts have been sold to the Purchaser deliver to, and deposit with or the Indenture Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreementsas applicable. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to Electronic Ledger shall indicate that the Mortgage Loans have been transferred to Contracts are held by the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act Custodian on behalf of the Indenture Trustee. (d) For administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage related to Land-and-Home Contracts shall not be required to be submitted for recording; provided, however, that each Assignment of Mortgage for each Land-and-Home Contract shall be submitted for recording by the Seller, at its expense and at the direction of the Servicer, in the name of the Indenture Trustee, and at no expense to the Issuer or the Indenture Trustee, upon the occurrence of a bankruptcy or insolvency proceeding instituted by the Servicer, or the continuance of such a proceeding against the Servicer instituted by another party, unstayed, for 60 days. Upon receipt of written notice that the Mortgage Loans constitute part recording of the Trust Assignments of Mortgage is required pursuant to the condition set forth in accordance with the terms preceding sentence, the Seller shall be required to deliver such Assignments of the Pooling and Servicing AgreementMortgage within 60 days following receipt of such notice. The Purchaser hereby acknowledges its acceptance Seller promptly shall (within 60 Business Days following the date it becomes required to submit Assignments of all right, title and interest in, Mortgage related to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or hereafter created, conveyed to it Land-and-Home Contracts for recording pursuant to this Section 2.01 hereof. The parties hereto intend that the transaction set forth herein 2.2(d)) submit or cause to be a non-recourse sale by the Seller submitted for recording, at no expense to the Purchaser (or the Trust Estate or the Indenture Trustee under the Indenture), in the appropriate public office for real property records, each Assignment of Mortgage for each Land-and-Home Contract and shall execute each original Assignment of Mortgage in the following form: "JPMorgan Chase Bank, N.A., as Indenture Trustee under the applicable agreement." In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded. (e) If a material defect in any Asset File is discovered which may materially and adversely affect the value of the related Contract, or the interests of the Indenture Trustee (as pledgee of the Contracts), the Noteholders or the Certificateholders in such Contract including if any document required to be delivered to the Indenture Trustee has not been delivered, the Seller shall cure such defect, repurchase the related Contract at the Repurchase Price or substitute an Eligible Substitute Contract for the related Contract upon the same terms and conditions set forth in Section 3.7 hereof for breaches of representations and warranties as to the Contracts. (f) The Seller agrees to prepare and execute UCC-1 financing statements with the Secretary of State in the State of Delaware (which shall have been filed within seven days of the Closing Date) describing the Contracts and naming the Seller as debtor and the Purchaser (and indicating that such Contracts have been assigned to the Issuer and pledged to the Indenture 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 location of the Seller’s right, title as are necessary to perfect and interest in, to and under protect the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security Indenture Trustee's interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01, 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 Seller each Contract 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 Agreementproceeds thereof.

Obligations of the Seller Upon Sale. In connection with the any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Additional Transfer Date, (a) to indicate in cause its books and records to indicate that the Additional Group 3 Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Additional Group 3 Mortgage Loans specifying for each such Additional Group 3 Mortgage Loan, as of the Subsequent Cut-Off off Date, (i) its account number and (ii) the its Cut-Off off Date Principal Balance and such Balance. Such file, which forms a part of Schedule A to the Pooling and Servicing AgreementMortgage Loan Schedule, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee of the Purchaser, on or before the Closing Additional Transfer Date, the following documents described or instruments with respect to each Additional Group 3 Mortgage Loan: (i) the original Mortgage Note, endorsed in Section 2.01 blank or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the Pooling related Mortgage Note; (ii) the original Mortgage with evidence of recording thereon, and Servicing Agreement includingthe 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 limited tobeen 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 (which may be in blank), in form and substance acceptable for recording; provided, however, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no Assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Servicing AgreementsServicer shall take all actions as are necessary to cause the Trust to be shown as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS; (iv) an original copy 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 or substitution agreement, if any. The Seller hereby confirms to the Purchaser and the Trustee that it has made caused the appropriate entries to be made in its general accounting records, records to indicate that the such Additional Group 3 Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling Trustee and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans 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 Additional Transfer 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 Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, no later than the Additional Transfer Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the Trustee, 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. The Seller shall deliver or cause to be delivered to the Trustee promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to any Additional Group 3 Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Additional Group 3 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 Seller shall have 120 days to cure such defect or deliver such missing document to the Trustee or 150 days following the Additional Transfer Date, in the case of missing Mortgages or Assignments of Mortgage (or within 90 days of the earlier of Seller's discovery or receipt of notification if such defect would cause the related Additional Group 3 Mortgage Loan not to be a "qualified mortgage" for REMIC purposes or that the Additional Group 3 Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury regulations relating to REMICs). If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Additional Group 3 Mortgage Loan in accordance with Section 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Additional Group 3 Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s 's right, title and interest in, in and to and under the Additional Group 3 Mortgage Loans and other property described in Section 2.01above. Nonetheless, in In the event 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 Additional Group 3 Mortgage Loans and other property described in Section 2.01above, 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 Seller 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 Seller Upon Sale. In connection with the any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (a) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 off Date, (i) its account number and (ii) the Cut-Off off Date Principal Balance and such Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents described or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in Section 2.01 blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Wells Fargo Bank Minnesoxx National Association, 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 Pooling and Servicing Agreement includingrelated mortgage note; provided, but not limited tohowever, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the Servicing Agreementsaggregate 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, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to "Wells Fargo Bank Minnesoxx, Xational Association, as Trustee"; (iv) an original copy 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 Seller hereby confirms to the Purchaser and the Trustee that it has made caused the appropriate entries to be made in its general accounting records, records to indicate that the such Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling Trustee and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event 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 other property described in Section 2.01, 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 Seller 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 Seller Upon Sale. In connection with the transfer pursuant to Section 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 that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 file, which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing AgreementsAgreement. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or 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 Seller to the Purchaser of all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event 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 other property described in Section 2.01, 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 Seller 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 Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing DateDate with respect to each Contract, (a) to indicate in its books and records that the Mortgage Loans Contracts have been sold to the Purchaser or to the Issuer, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer an electronic file containing a true and complete list of all such Mortgage Loans Contracts specifying for each such Mortgage LoanContract, as of the related Cut-Off off Date, : (i) its account number and (ii) the Cut-Off off Date Principal Balance and such other information specified in the definition of "List of Contracts" in the Indenture. Such electronic file, which forms a part of Schedule A Exhibit B to the Pooling and Servicing Agreement, Indenture shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. . (b) In connection with such the conveyance by the Seller, on or prior to the Closing Date with respect to each Contract, the Seller shall deliver or cause to be delivered to the Indenture Trustee, or the Custodian on behalf its behalf, the Contract File with respect to each Contract and the Land-and-Home Contract File with respect to each Land-and-Home Contract transferred and assigned pursuant to this Agreement. (c) The Seller further hereby confirms to the Purchaser that, as of the Closing Date with respect to each Contract, it has caused the portions of the Electronic Ledger relating to the Contracts maintained by the Seller to be clearly and unambiguously marked to indicate that the Contracts have been sold to the Purchaser deliver to, and deposit with or the Indenture Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreementsas applicable. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to Electronic Ledger shall indicate that the Mortgage Loans have been transferred to Contracts are held by the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act Custodian on behalf of the Indenture Trustee. (d) For administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage related to Land-and-Home Contracts shall not be required to be submitted for recording; provided, however, that each Assignment of Mortgage for each Land-and-Home Contract shall be submitted for recording by the Seller, at its expense and at the direction of the Servicer, in the name of the Indenture Trustee, and at no expense to the Issuer or the Indenture Trustee, upon the occurrence of a bankruptcy or insolvency proceeding instituted by the Servicer, or the continuance of such a proceeding against the Servicer instituted by another party, unstayed, for 60 days. Upon receipt of written notice that the Mortgage Loans constitute part recording of the Trust Assignments of Mortgage is required pursuant to the condition set forth in accordance with the terms preceding sentence, the Seller shall be required to deliver such Assignments of the Pooling and Servicing AgreementMortgage within 60 days following receipt of such notice. The Purchaser hereby acknowledges its acceptance Seller promptly shall (within 60 Business Days following the date it becomes required to submit Assignments of all right, title and interest in, Mortgage related to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or hereafter created, conveyed to it Land-and-Home Contracts for recording pursuant to this Section 2.01 hereof. The parties hereto intend that the transaction set forth herein 2.2(d)) submit or cause to be a non-recourse sale by the Seller submitted for recording, at no expense to the Purchaser (or the Trust Estate or the Indenture Trustee under the Indenture), in the appropriate public office for real property records, each Assignment of Mortgage for each Land-and-Home Contract and shall execute each original Assignment of Mortgage in the following form: "The Bank of New York Trust Company, N.A., as Indenture Trustee under the applicable agreement." In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded. (e) If a material defect in any Asset File is discovered which may materially and adversely affect the value of the related Contract, or the interests of the Indenture Trustee (as pledgee of the Contracts), the Noteholders, the Note Insurer or the Certificateholders in such Contract including if any document required to be delivered to the Indenture Trustee has not been delivered, the Seller shall cure such defect, repurchase the related Contract at the Repurchase Price or substitute an Eligible Substitute Contract for the related Contract upon the same terms and conditions set forth in Section 3.7 hereof for breaches of representations and warranties as to the Contracts. (f) The Seller agrees to prepare and execute UCC-1 financing statements with the Secretary of State in the State of Delaware (which shall have been filed within seven days of the Closing Date) describing the Contracts and naming the Seller as debtor and the Purchaser (and indicating that such Contracts have been assigned to the Issuer and pledged to the Indenture 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 location of the Seller’s right, title as are necessary to perfect and interest in, to and under protect the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security Indenture Trustee's interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01, 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 Seller each Contract 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 Agreementproceeds thereof.

Obligations of the Seller Upon Sale. In connection with the transfer pursuant to Section 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 that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 file, which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing AgreementsAgreement. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s 's right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event 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 other property described in Section 2.01, 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 Seller 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 Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing DateDate with respect to each Asset, (a) to indicate in its books and records that the Mortgage Loans Assets have been sold to the Purchaser or to the Issuer, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer an electronic file containing a true and complete list of all such Mortgage Loans Assets specifying for each such Mortgage LoanAsset, as of the related Cut-Off off Date, : (i) its account number and (ii) the Cut-Off off Date Principal Balance and such fileother information specified in the definition of "List of Contracts" or of "Mortgage Loan Schedule," as applicable, which forms a part of Schedule A to in the [Indenture] [Pooling and Servicing Agreement, ]. Such electronic file shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. . (b) In connection with such the conveyance by the Seller, on or prior to the Closing Date with respect to each Asset, the Seller shall deliver or cause to be delivered to the [Indenture] Trustee, or the Custodian on behalf its behalf, the original documents or instruments with respect to each Contract, Land-and-Home Contract and Mortgage Loan transferred and assigned, the required contents of the related Contract File, Land-and-Home Contract File, or Trustee Mortgage Loan File, as the case may be. (c) The Seller further hereby confirms to the Purchaser deliver tothat, as of the Closing Date with respect to each Asset, it has caused the portions of the Electronic Ledger relating to the Assets maintained by the Seller to be clearly and deposit with unambiguously marked to indicate that the Assets have been sold to the Purchaser or the [Indenture] Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreementsas applicable. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to Electronic Ledger shall indicate that the Mortgage Loans have been transferred to Assets are held by the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act Custodian on behalf of the Trustee. (d) For administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage related to Land-and-Home Contracts shall not be required to be submitted for recording; provided, however, that each Assignment of Mortgage for each Land-and-Home Contract shall be submitted for recording by the Seller, at its expense and at the direction of the Servicer, in the name of the [Indenture] Trustee, at no expense to the Issuer or the [Indenture] Trustee, upon the occurrence of a bankruptcy or insolvency proceeding instituted by the Servicer, or the continuance of such a proceeding against the Servicer instituted by another party, unstayed, for 60 days. Upon receipt of written notice that recording of the Assignments of Mortgage is required pursuant to the condition set forth in the preceding sentence, the Seller shall be required to deliver such Assignments of Mortgage within 60 days following receipt of such notice. The Seller promptly shall (within 60 Business Days following the date it becomes required to submit Assignments of Mortgage related to Land-and-Home Contracts for recording pursuant to this Section 2.2(d)) submit or cause to be submitted for recording, at no expense to the Purchaser (or the Trust Estate or the [Indenture] Trustee under the Indenture), in the appropriate public office for real property records, each Assignment of Mortgage for each Land-and-Home Contract and shall execute each original Assignment of Mortgage in the following form: "[_______________________], as [Indenture] Trustee under the applicable agreement." In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and that thereafter cause each such Assignment of Mortgage to be duly recorded. (e) In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Seller may deliver or cause to be delivered to the [Indenture] Trustee or its Custodian the Assignment of the Mortgage Loans constitute part from the Seller to the [Indenture] Trustee in a form suitable for recordation, together with an Opinion of Counsel to the Trust in accordance with effect that recording is not required to protect the terms of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all Trustee's right, title and interest inin and to the related Mortgage Loan or, to and under in case a court should recharacterize the sale of the Mortgage Loans and other propertyas a financing, and its rights under to perfect a first priority security interest in favor of the Servicing Agreements and [Indenture] Trustee in the Assignment Agreements, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereofrelated Mortgage Loan. The parties hereto intend In the event that the transaction set forth herein be a non-recourse sale by Servicer receives notice that recording is required to protect the Seller to the Purchaser of all of the Seller’s right, title and interest inof the [Indenture] Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the [Indenture] Trustee and the [Indenture] Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. (f) If a material defect in any Asset File is discovered which may materially and under adversely affect the Mortgage Loans value of the related Asset, or the interests of the [Indenture] Trustee (as pledgee of the Assets), the Noteholders or the Certificateholders in such Asset including if any document required to be delivered to the [Indenture] Trustee has not been delivered, the Seller shall cure such defect, repurchase the related Asset at the Repurchase Price or substitute an Eligible Substitute Asset for the related Asset upon the same terms and other property conditions set forth in Section 3.6 hereof for breaches of representations and warranties as to the Assets. (g) The Seller agrees to prepare and execute UCC-1 financing statements with the Secretary of State in the State of Delaware (which shall have been filed within seven days of the Closing Date) describing the Assets and naming the Seller as debtor and the Purchaser (and indicating that such Assets have been assigned to the Issuer and pledged to the [Indenture] 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 location of the Seller, as are necessary to perfect and protect the [Indenture] Trustee's interest in each Asset and the proceeds thereof. (h) [The Seller may from time to time sell Subsequent Assets to the Depositor on Subsequent Transfer Dates as described in Section 2.01. Nonetheless, in the event 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 other property described in Section 2.01, 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 Seller 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 2.03 of the Pooling and Servicing Agreement.]

Obligations of the Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing DateDate with respect to each Contract, (a) to indicate in its books and records that the Mortgage Loans Contracts have been sold to the Purchaser or to the Issuer, as assignee of the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer an electronic file containing a true and complete list of all such Mortgage Loans Contracts specifying for each such Mortgage LoanContract, as of the related Cut-Off off Date, : (i) its account number and (ii) the Cut-Off off Date Principal Balance and such other information specified in the definition of "List of Contracts" in the Indenture. Such electronic file, which forms a part of Schedule A Exhibit B to the Pooling and Servicing Agreement, Indenture shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. . (b) In connection with such the conveyance by the Seller, on or prior to the Closing Date with respect to each Contract, the Seller shall deliver or cause to be delivered to the Indenture Trustee, or the Custodian on behalf its behalf, the Contract File with respect to each Contract and the Land-and-Home Contract File with respect to each Land-and-Home Contract transferred and assigned pursuant to this Agreement. (c) The Seller further hereby confirms to the Purchaser that, as of the Closing Date with respect to each Contract, it has caused the portions of the Electronic Ledger relating to the Contracts maintained by the Seller to be clearly and unambiguously marked to indicate that the Contracts have been sold to the Purchaser deliver to, and deposit with or the Indenture Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing Agreementsas applicable. The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to Electronic Ledger shall indicate that the Mortgage Loans have been transferred to Contracts are held by the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act Custodian on behalf of the Indenture Trustee. (d) For administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage related to Land-and-Home Contracts shall not be required to be submitted for recording; provided, however, that each Assignment of Mortgage for each Land-and-Home Contract shall be submitted for recording by the Seller, at its expense and at the direction of the Servicer, in the name of the Indenture Trustee, and at no expense to the Issuer or the Indenture Trustee, upon the occurrence of a bankruptcy or insolvency proceeding instituted by the Servicer, or the continuance of such a proceeding against the Servicer instituted by another party, unstayed, for 60 days. Upon receipt of written notice that the Mortgage Loans constitute part recording of the Trust Assignments of Mortgage is required pursuant to the condition set forth in accordance with the terms preceding sentence, the Seller shall be required to deliver such Assignments of the Pooling and Servicing AgreementMortgage within 60 days following receipt of such notice. The Purchaser hereby acknowledges its acceptance Seller promptly shall (within 60 Business Days following the date it becomes required to submit Assignments of all right, title and interest in, Mortgage related to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or hereafter created, conveyed to it Land-and-Home Contracts for recording pursuant to this Section 2.01 hereof. The parties hereto intend that the transaction set forth herein 2.2(d)) submit or cause to be a non-recourse sale by the Seller submitted for recording, at no expense to the Purchaser (or the Trust Estate or the Indenture Trustee under the Indenture), in the appropriate public office for real property records, each Assignment of Mortgage for each Land-and-Home Contract and shall execute each original Assignment of Mortgage in the following form: "JPMorgan Chase Bank, N.A., as Indenture Trustee under the applicable agreement." In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded. (e) If a material defect in any Asset File is discovered which may materially and adversely affect the value of the related Contract, or the interests of the Indenture Trustee (as pledgee of the Contracts), the Noteholders, the Note Insurer or the Certificateholders in such Contract including if any document required to be delivered to the Indenture Trustee has not been delivered, the Seller shall cure such defect, repurchase the related Contract at the Repurchase Price or substitute an Eligible Substitute Contract for the related Contract upon the same terms and conditions set forth in Section 3.7 hereof for breaches of representations and warranties as to the Contracts. (f) The Seller agrees to prepare and execute UCC-1 financing statements with the Secretary of State in the State of Delaware (which shall have been filed within seven days of the Closing Date) describing the Contracts and naming the Seller as debtor and the Purchaser (and indicating that such Contracts have been assigned to the Issuer and pledged to the Indenture 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 location of the Seller’s right, title as are necessary to perfect and interest in, to and under protect the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security Indenture Trustee's interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01, 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 Seller each Contract 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 Agreementproceeds thereof.

Obligations of the Seller Upon Sale. In connection with the any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (a) to indicate in its cause the books and records of the Seller to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 off Date, (i) its account number and number, (ii) the Cut-Off off Date Principal Balance and (iii) such other fields of information as are required to be contained in the Loan Schedule pursuant to the Pooling and Servicing Agreement. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee designee of the Purchaser, on or before the Closing Date, the documents described or instruments identified in Section 2.01(I)(i) through (vi) and Section 2.01(II)(i) through (vi) of the Pooling and Servicing Agreement that are required to be delivered by the Purchaser to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. If any of the documents referred to in Section 2.01(I)(ii), (iii) or (iv) of the Pooling and Servicing Agreement 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 Seller 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 Seller, 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 Seller, 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, or attorney's title opinion and abstract, was not delivered pursuant to Section 2.01(I)(v) of the Pooling and Servicing Agreement, then (A) if the related Mortgage Loan is a second lien Mortgage Loan with a principal balance at origination of less than $50,000 secured by a Mortgaged Property not located in the State of Illinois, the Seller shall have no obligation to deliver any such original lender's title insurance policy, or a certified copy thereof, or attorney's title opinion and abstract with respect to such Mortgage Loan or (B) if the related Mortgage Loan is any other Mortgage Loan, the Seller 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 Seller 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 Loan File received with respect to any Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Loan File, the Servicing Agreements. The Seller hereby confirms shall have 90 days to cure such defect or deliver such missing document to the Purchaser Trustee or the Custodian. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Loan at the time, at the price and in the Trustee that it has made the appropriate entries manner set forth in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms Section 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s 's right, title and interest in, in and to and under the Mortgage Loans and other property described in Section 2.01above. Nonetheless, in In the event 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 other property described in Section 2.01above, 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 Seller and shall cause the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement Assignments which were deemed to create a security interest delivered in the Mortgage Loans, such security interest would be deemed blank to be a perfected security interest of first priority under applicable law completed and will be maintained as such throughout the term shall cause all Assignments referred to in Section 2.01(I)(iii) of the Pooling and Servicing Agreement and, to the extent necessary, in Section 2.01(I)(iv) of the Pooling and Servicing Agreement to be recorded. The Seller shall be required to deliver such assignments for recording within 60 days of the Closing Date. The Seller shall furnish the Trustee, or its designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller at its own expense 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date, the Trustee, at the expense of the Seller, shall cause to be completed such endorsements "Pay to the order of The Bank of New York, as Trustee, without recourse." Notwithstanding the provisions of the preceding paragraph, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee, the Certificate Insurer and each Rating Agency has received an opinion of counsel, reasonably satisfactory to the Trustee, the Certificate Insurer and each Rating Agency, to the effect that the recordation of such Assignments in any specific jurisdiction is not necessary to protect the Trust's interest in the related Mortgage Note; provided further, however, notwithstanding the delivery of any opinion of counsel, each Assignment shall be submitted or caused to be submitted for recording by the Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) the occurrence of a Master Servicer Event of Termination under the Pooling and Servicing Agreement, (ii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iii) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Borrower under the related Mortgage Loan.

Obligations of the Seller Upon Sale. In connection with the any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, expense on or prior to the Closing Date, (a) to indicate in cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this 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 off Date, (i) its account number and (ii) the Cut-Off off Date Principal Balance and such Balance. Such file, which forms a part of Schedule A Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent)Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents described or instruments with respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in Section 2.01 blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of Xxxxx Fargo Bank Minnesota National Association, 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 Pooling and Servicing Agreement includingrelated mortgage note; PROVIDED, but not limited toHOWEVER, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the Servicing Agreementsaggregate 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, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee"; (iv) an original copy 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 Seller hereby confirms to the Purchaser and the Trustee that it has made caused the appropriate entries to be made in its general accounting records, records to indicate that the such Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling Trustee and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans 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 Seller 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 Seller 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 Seller, 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 Seller 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 Seller 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 Seller shall have 120 days to cure such defect or deliver such missing document to the Purchaser. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, 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 Seller to the Purchaser of all of the Seller’s 's right, title and interest in, in and to and under the Mortgage Loans and other property described in Section 2.01above. Nonetheless, in In the event 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 other property described in Section 2.01above, 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 Seller 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 with this Agreementnecessary, take in Section 2.02(iv) hereof to be recorded. The Seller shall be required to deliver such actions as may assignments for recording within 180 days of the Closing Date. Notwithstanding the foregoing, the Seller shall not cause to be necessary recorded any Assignment which relates to ensure thata Mortgage Loan in any jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance; PROVIDED, if this Agreement were deemed to create a security interest HOWEVER, each Assignment shall be submitted for recording by the Seller 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 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 Seller shall furnish the Trustee, or its designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall, at the expense of the Seller, 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date, the Trustee, at the expense of the Seller, shall cause to be completed such endorsements "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee, without recourse."