Common use of Sale of Home Loans Clause in Contracts

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the iii)the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (iiand(ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Grantor Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Grantor Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer Grantor Trustee Certificateholder in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Grantor Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Grantor Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: located (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Cutoff Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Cutoff Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Cutoff Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; andand . (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of certified by the public recording thereonoffice in which such original Mortgage has been recorded; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded in recordable form to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of certified by the public recording indicated thereonoffice in which such original intervening assignment has been recorded; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with within 45 days after the Interim Certification issued by the CustodianClosing Date. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), ) or (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser (1) with respect to each Home Loan, deliver toto the Master Servicer (or an Affiliate of the Master Servicer)each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit of the Noteholders), (2) with respect to each MOM Loan, deliver to and deposit with the Custodian, on or before the Closing Date, the following documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Loan:Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Loan that is not a MOM Loan and is not registered on the MERS(R)System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation Company, LLC stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note;. (ii) The original Mortgage, noting the original Mortgage presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon;. (iii) assignments The assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan LaSalle Bank National Association as indenture trustee" c/o the Seller at an address specified by the Seller; and. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and. (v) a A true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage Custodial File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R) System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and such other propertyall collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate legal structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser (1) with respect to each Home Loan, deliver toto the Master Servicer (or an Affiliate of the Master Servicer)each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit of the Noteholders), (2) with respect to each MOM Loan, deliver to and deposit with the Custodian, on or before the Closing Date, the following documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Loan:Loan that is not a MOM Loan but is registered on the MERS(R) System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Loan that is not a MOM Loan and is not registered on the MERS(R) System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation Company, LLC stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note;. (ii) The original Mortgage, noting the original Mortgage presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon;. (iii) assignments The assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan Bank [_____________________] as indenture trustee" c/o the Seller at an address specified by the Seller; and. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and. (v) a A true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage Custodial File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the event that assignment of any Home Loan registered on the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blankMERS(R) System, the Seller shallfurther agrees that it will cause, or shall cause at the Custodian toSeller's own expense, complete within 30 Business Days after the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this AgreementClosing Date, the Seller will deliver or cause MERS(R) System to be delivered the originals of indicate that such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale Home Loans have been assigned by the Seller to the Purchaser of all in accordance with this Agreement, by the Seller's right, title and interest in and Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans and other property as and to which are repurchased in accordance with this Agreement) in such computer files (a) the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed code in the State of Minnesota (field which shall have been submitted for filing as of identifies the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.specific Trust and

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A-1 and Exhibit A-2 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may bemaybe, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may bemaybe, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser (1) with respect to each Home Loan, deliver toto the Master Servicer (or an Affiliate of the Master Servicer)each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit of the Noteholders), (2) with respect to each MOM Loan, deliver to and deposit with the Custodian, on or before the Closing Date, the following documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Loan:Loan that is not a MOM Loan but is registered on the MERS(R) System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Loan that is not a MOM Loan and is not registered on the MERS(R) System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation Company, LLC stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note;. (ii) The original Mortgage, noting the original Mortgage presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon;. (iii) assignments The assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan U.S. Bank National Association as indenture trustee" c/o the Seller at an address specified by the Seller; and. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and. (v) a A true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage Custodial File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the event that assignment of any Home Loan registered on the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blankMERS(R) System, the Seller shallfurther agrees that it will cause, or shall cause at the Custodian toSeller's own expense, complete within 30 Business Days after the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this AgreementClosing Date, the Seller will deliver or cause MERS(R) System to be delivered the originals of indicate that such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale Home Loans have been assigned by the Seller to the Purchaser of all in accordance with this Agreement, by the Seller's right, title and interest in and Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans and other property as and to which are repurchased in accordance with this Agreement) in such computer files (a) the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed code in the State of Minnesota (field which shall have been submitted for filing as of identifies the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.specific Trust and

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; (iii) assignments unless the Home Loan has been recorded in the name of MERS(R) System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, Noteholders or the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R) System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; (iii) assignments unless the Home Loan has been recorded in the name of MERS(R) System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan Bank [__________]. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, Noteholders or the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R) System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; (iii) assignments unless the Home Loan has been recorded in the name of MERS(R)System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, Noteholders or the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R)System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) unless the original Mortgage with evidence Home Loan has been recorded in the name of recording thereonMERS(R)System, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iviii) originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (viv) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. In addition, the Seller shall on behalf of the Purchaser deliver to, with respect Home Loans generated by any entity other than GMAC Mortgage Corporation, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (v) the original Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iiiii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iiiii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R)System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof; provided, however, that Seller shall not be required to deliver to the Custodian the documents listed in clause (v) above with respect to Home Loans originated by GMAC Mortgage Corporation, an affiliate of Seller. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off DateDate (other than the Excluded Interest Portion); (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, : with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Grantor Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such NoteAffidavit; (ii) the original Mortgage with evidence of recording thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of certified by the public recording thereonoffice in which such original Mortgage has been recorded; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded in recordable form to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment with evidence of certified by the public recording indicated thereonoffice in which such original intervening assignment has been recorded; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage Loan File set forth in Section 2.3 of the Custodial Agreement, if a material defect or omission in any Mortgage Loan File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Grantor Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer Grantor Trust Certificateholder in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Grantor Trustee (provided that a Mortgage Loan File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Grantor Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with within 45 days after the Interim Certification issued by the CustodianClosing Date. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), ) or (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in in, to and to under the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Grantor Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trusteeGrantor Trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Grantor Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer Grantor Trustee Certificateholder in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Grantor Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Grantor Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, Noteholders or the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A-1 and Exhibit A-2 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or a copy of the original Mortgage with evidence of recording thereon; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; and (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 Home Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note; (ii) the original Mortgage Mortgage, noting the presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; (iii) assignments unless the Home Loan has been recorded in the name of MERS(R)System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R)System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.

Sale of Home Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing. Such conveyance shall be deemed to be made, with respect to the Cut-off Date Loan Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to indicate in its books and records that the Home Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Home Loans specifying for each Home Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Loan Schedule, shall be marked as Exhibit 1 A to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser (1) with respect to each Home Loan, deliver toto the Master Servicer (or an Affiliate of the Master Servicer)each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit of the Noteholders), (2) with respect to each MOM Loan, deliver to and deposit with the Custodian, on or before the Closing Date, the following documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Loan:Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Loan that is not a MOM Loan and is not registered on the MERS(R) System, deliver to and deposit with the Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit from the related seller or Residential Funding Corporation stating the original Mortgage Note was lost, misplaced or destroyed together with a copy of such Note;. (ii) The original Mortgage, noting the original Mortgage presence of the MIN of the Home Loan and language indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with evidence of recording indicated thereon, or or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon;. (iii) assignments The assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The JPMorgan Chase Manhattan Bank Bank, N.A. as indenture trustee" c/o the Seller at an address specified by the Seller; and. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereonnoted thereon or attached thereto, or a copy of such original intervening assignment with evidence of recording indicated thereon; and. (v) a A true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 2.03 of the Custodial Agreement, if a defect or omission in any Mortgage Custodial File is discovered which may materially and adversely affect the value of the related Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Home Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Home Loans. As set forth in Section 2.3 2.03 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Loans identified on the Home Loan Schedule, except for any exceptions listed on Schedule B attached to such Interim Certification. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In connection with the assignment of any Home Loan registered on the MERS(R)System, the Seller further agrees that it will cause, at the Seller's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Home Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement, by the Purchaser to the Trust in accordance with the terms of the Trust Agreement and by the Trust, to the Indenture Trustee for the benefit of the Noteholders, pursuant to the Indenture, by including (or deleting, in the case of Home Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to alter the codes referenced in this paragraph with respect to any Home Loan during the term of this Agreement, the Trust Agreement and the Indenture, unless and until such Home Loan is repurchased in accordance with the terms of this Agreement. In the event that the Seller delivers to the Custodian on behalf of the Indenture Trustee any Mortgage Note or assignment in blank, the Seller shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the assignment in conjunction with the Interim Certification issued by the Custodian. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii), (iii), (iv) or (v) above (or copies thereof as permitted in this section Section 2.1(c) above), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Loans and other property as and to the extent described above. In the event the transactions set forth herein are 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 (i) the Home Loans Loans, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Loans; and (iv) all proceeds of the foregoing, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota Delaware (which shall have been submitted for filing as of within 10 days following the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Loan and the proceeds thereof.