Common use of Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements Clause in Contracts

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing Entity’s delivery of the proceeds from the sale of the Notes and the Certificates to the Sponsor, and concurrently with the execution and delivery of this Agreement, the Sponsor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourse, and the Issuing Entity, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity for the benefit of the Noteholders, the Note Insurer and the Certificateholders; provided, however, none of the Indenture Trustee, the Securities Administrator, the Master Servicer nor the Issuing Entity assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities Administrator, the Master Servicer nor the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the Servicer. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, its monthly remittance report, which shall indicate the aggregate additional balance funded by the Servicer. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit in such collection account on such day, during the Managed Amortization Period, the difference shall be funded by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do so. (c) It is agreed and understood by the Sponsor, the Depositor and the Issuing Entity (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsor; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master Servicer, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing Entity’s delivery of the proceeds from the sale of the Notes Notes, and the Certificates Certificates, to the Sponsor, and concurrently with the execution and delivery of this Agreement, the Sponsor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourse, and the Issuing Entity, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs, other than with respect to the Draws made after the Closing Date. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date and Draws made after the Closing Date, except to the extent such Draws are transferred to the Trust Estate pursuant to clause (b) below); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related OriginatorOriginal Loan Seller’s rights under the Insurance Policies; (iv) the Master Servicer Collection Custodial Account and the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust Issuing Entity and all other assets included or to be included in the Issuing Entity for the benefit of the Noteholders, the Note Insurer and the Certificateholders; provided, however, none of the Depositor, the Issuing Entity, the Indenture Trustee, the Securities Administrator, Servicer or the Master Servicer nor the Issuing Entity Sponsor assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities AdministratorDepositor, the Master Servicer nor Issuing Entity, the Indenture Trustee Trustee, the Servicer or the Sponsor shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note InsurerClass X, the Class E X-1, Class S and Class R Certificates and the Class R CertificatesNote Insurer. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note InsurerClass X, the Class E X-1, Class S and Class R Certificates and the Class R CertificatesNote Insurer. (b) Each additional Draw on the HELOCs shall be funded by the Original Loan Seller pursuant to its obligations under the related Credit Line Agreement. The Securities Administrator does Original Loan Seller hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made confirms its obligation, as Original Loan Seller, to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the ServicerDraws. On a designated remittance date, as described in this Agreement and the Servicing AgreementServicer Remittance Date, the Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then Original Loan Seller shall deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, Indenture Trustee its monthly remittance report, which shall indicate the aggregate additional balance Draws funded by the ServicerOriginal Loan Seller. To At the end of the related Due Period, the Indenture Trustee shall, on behalf of the Issuing Entity, purchase the entire balance of such additional Draws from the Original Loan Seller at a fixed purchase price equal to such balance of additional Draws, such purchase price to be funded (i) during the Managed Amortization Period, first, from collections of principal deposited in the Custodial Account managed by the Servicer and, second, to the extent that the purchase price for any such additional balance Draws exceeds such principal amount on deposit in such collection account the Custodial Account on such day, during by amounts contributed to the Managed Amortization Period, Custodial Account on or prior to the difference shall be funded Servicer Remittance Date by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, and (ii) during the Rapid Amortization Period, by accepting such Certificate, hereby agrees amounts contributed to reimburse the Custodial Account on or prior to the Servicer for such aggregate advances, which is Remittance Date by the amount by which the principal balance Holder of the Class S Certificate Certificate. After such transfer, the Draws shall accumulate each monthbe part of the Trust Estate. The Master Servicer and Original Loan Seller shall be the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder initial Holder of the Class S Certificate fails to do soCertificate. Each of the Original Loan Seller, the Servicer and the Sponsor acknowledge that the provisions of this Section 2.01(b) restate and supersede the provisions of Section 4.16 of the Master PSA. (c) It is agreed and understood by the Sponsor, the Depositor and the Issuing Entity (and the Depositor Sponsor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; , (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; , (v) originated on or after October 1, 2002 through March 6, 2003 and governed by the Georgia Fair Lending Act or (vvi) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix E attached hereto as Exhibit 6 to the Mortgage Loan Purchase AgreementC). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsorblank; (iii) the original Mortgage Note and (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor Original Loan Seller shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the OriginatorOriginal Loan Seller, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator Original Loan Seller (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the OriginatorOriginal Loan Seller, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, modification or consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor Original Loan Seller shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the TrustIssuing Entity, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor Original Loan Seller may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture TrusteeTrustee and the Note Insurer, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee Trustee, the Note Insurer or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Original Loan Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor Original Loan Seller shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Custodial Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee Trustee, the Note Insurer and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing Entity’s delivery of the proceeds from the sale of the Notes and the Certificates to the Sponsor, and concurrently with the execution and delivery of this Agreement, the Sponsor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourse, and the Issuing Entity, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Indenture Trustee, the Securities Administrator, the Master Servicer nor the Issuing Entity assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities Administrator, the Master Servicer nor the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note Insurer, the Class E Certificates Interest and the Class R Certificates. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note InsurerClass E Interest and the Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the Class E Interest and the other assets of REMIC III for the benefit of the holders of the Class E Certificates and the Class R RX Certificates. The Issuing Entity acknowledges receipt of the Class E Interest (which is uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Class E Certificates and the Class RX Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the related Servicer. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the related Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, its monthly remittance report, which shall indicate the aggregate additional balance funded by the related Servicer. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit in such collection account on such day, during the Managed Amortization Period, the difference shall be funded by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer Servicers for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do so. (c) It is agreed and understood by the Sponsor, the Depositor and the Issuing Entity (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 5.6d Revised, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsor; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer Servicers in trust for the benefit of the Indenture Trustee and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing Entity’s delivery of the proceeds from the sale of the Notes and the Certificates to the Sponsor, and concurrently with the execution and delivery of this Agreement, the Sponsor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourserecourse (other than the representations and warranties regarding the HELOCS set forth in Section 6 of the HELOC Purchase Agreement), and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourserecourse (other than the representations and warranties regarding the HELOCS set forth in Section 6 of the HELOC Purchase Agreement), and the Issuing Entity, pursuant to the Indenture, is granting a security interest to the Indenture Trustee, in and to all of its right, title and interest in and to the HELOCs. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and Account; (v) the Payment Account; and (vvi) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity Trust Estate for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Indenture Trustee, the Sponsor, the Securities Administrator, the Master Servicer nor or the Issuing Entity assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities Administrator, the Master Servicer nor Servicer, the Sponsor, the Issuer or the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws Additional Balances shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.023 of the Custodial Agreement, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note Insurer, the Class E CE Certificates and the Class R Certificates. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note Insurer, the Class E Certificates Notes and the Class R Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S G Certificates to reimburse Servicer advances made to fund additional Draws GreenPoint for Additional Balance Advance Amounts on the HELOCs. Each additional balance Additional Balance during the Managed Amortization Period shall first be funded on behalf of GreenPoint from collections of principal constituting the Principal Collection Amount for the related Collection Period to the extent deposited in an account managed by into the ServicerCollection Account. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the Servicer Remittance Date, GreenPoint shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S G Certificate, with a copy to the Master ServicerServicer and the Note Insurer, its monthly remittance report, which shall indicate the aggregate additional balance Additional Balance Advance Amount funded by the ServicerGreenPoint. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit draws made in such collection account on such day, a Collection Period during the Managed Amortization Period exceed the Principal Collection Amount on deposit in the Collection Account for the related Collection Period, the difference shall be funded directly by the Class S CertificateholderGreenPoint. During the Rapid Amortization Period, the entire balance of additional all Draws shall be funded directly by the Class S CertificateholderGreenPoint. The Holder of the Class S G Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer GreenPoint for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do soAdditional Balance Advance Amounts. (c) It is agreed and understood The HELOCs permitted by the Sponsorterms of this Agreement to be included in the Trust are limited to (i) HELOCs (which the Depositor acquired pursuant to the HELOC Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no HELOC is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute HELOC (which, by definition as set forth herein and referred to in the HELOC Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute HELOC is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Issuing Entity (Indenture Trustee on behalf of the Trust understand and the Depositor so represents and recognizes) agree that it is not intended that any HELOC to be included in the Trust Estate be (i) that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act Act, effective November 7, 2004; 2004 (ivMass. Xxx. Laws Ch. 183C) a “High Cost Home Loan” or as defined in the Indiana Home Loan Practices Act Act, effective January 1, 2005; 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or (v) a “high risk home loan” under the Illinois High Cost Risk Home Loan or Covered LoanAct, effective as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revisedof January 1, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement)2004. (d) In connection with such transfers transfer and assignments of the HELOCsassignment, the Sponsor shall Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or with the Custodian acting on pursuant to the Indenture Trustee’s behalf, Custodial Agreement the following documents or instruments with respect to each HELOC so transferred and assigned on or before as described under Section 2 of the Closing Date: Custodial Agreement (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsor; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in “Loan Documents”). In connection with such HELOCdelivery and as further described in the Custodial Agreement, the original recorded Mortgage with evidence of recording thereon cannot Custodian will be delivered on or prior required to the Closing Date because of a delay caused by the public recording office where review such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor shall Loan Documents and deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, the Depositor, the Servicer, the Note Insurer and the Sponsor certifications (in the form attached to the effect Custodial Agreement) with respect to such review with exceptions noted thereon. (e) Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that recordation the functions of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. (f) The Depositor shall deliver or cause the Securityholders Originator to deliver to the Servicer copies of all trailing documents required to be included in the related Mortgage. In Loan File at the event that any such Assignment of Mortgage is lost same time the originals or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be certified copies thereof are delivered to the Indenture Trustee or Custodian, such documents including the Custodian on behalf mortgagee policy of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor shall provide a copy of such title insurance policy and any Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but Servicer may incur in any case within 180 days of the Closing Dateconnection with performing its obligations under this Agreement. (iiig) For HELOCs (if any) with Credit Line Agreements that have been prepaid in full terminated after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith documents in Section 2 of the Custodial Agreement shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment HELOC that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee Trustee, the Securityholders and the SecurityholdersNote Insurer.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing EntityIssuer’s delivery of the proceeds from the sale of the Notes Notes, and the Certificates Certificates, to the SponsorSeller, and concurrently with the execution and delivery of this Agreement, the Sponsor Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing EntityIssuer, without recourse, and the Issuing EntityIssuer, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and Account, the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity Issuer for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Indenture Trustee, the Securities Administrator, the Master Servicer nor the Issuing Entity Issuer assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of , the Securities Administrator, the Master Servicer nor the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity Issuer on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement Agreement, and the Indenture, and, concurrently with such receipt, the Issuing Entity Issuer has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity Issuer without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. The Issuing Entity Issuer acknowledges receipt of the REMIC I Regular Interests Intersts (which are uncertificateduncetificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the Servicer. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, its monthly remittance report, which shall indicate the aggregate additional balance funded by the Servicer. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit in such collection account on such day, during the Managed Amortization Period, the difference shall be funded by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do so. (c) It is agreed and understood by the SponsorSeller, the Depositor and the Issuing Entity Issuer (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; 2004 or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor Seller shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsorblank; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor Originator shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor Originator shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor Originator may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Originator shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor Originator shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor Seller shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing Entity’s delivery of the proceeds from the sale of the Notes and the Certificates to the Sponsor, and concurrently with the execution and delivery of this Agreement, the Sponsor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourse, and the Issuing Entity, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Indenture Trustee, the Securities Administrator, the Master Servicer nor the Issuing Entity assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities Administrator, the Master Servicer nor the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note Insurer, the Class E Certificates REMIC II Regular Interests and the Class R R-1 Certificates. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and the Class R-1 Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests and the other assets of REMIC III for the benefit of the Holders of the Notes, the Note InsurerClass E Interest and the Class R-2 Certificates. The Issuing Entity acknowledges receipt of the REMIC II Regular Interests (which are uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Class E Interest and the Class R-2 Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the Class E Interest and the other assets of REMIC IV for the benefit of the holders of the Class E Certificates and the Class R RX Certificates. The Issuing Entity acknowledges receipt of the Class E Interest (which is uncertificated) and the other assets of REMIC IV and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Class E Certificates and the Class RX Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the related Servicer. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the related Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, its monthly remittance report, which shall indicate the aggregate additional balance funded by the related Servicer. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit in such collection account on such day, during the Managed Amortization Period, the difference shall be funded by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer Servicers for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the any Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do so. (c) It is agreed and understood by the Sponsor, the Depositor and the Issuing Entity (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsor; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master Servicer, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer Servicers in trust for the benefit of the Indenture Trustee and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing EntityIssuer’s delivery of the proceeds from the sale of the Notes Notes, and the Certificates Certificates, to the SponsorSeller, and concurrently with the execution and delivery of this Agreement, the Sponsor Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing EntityIssuer, without recourse, and the Issuing EntityIssuer, pursuant to the Indenture, is granting to the Indenture Trustee, all of its right, title and interest in and to the HELOCs, other than with respect to the Draws made after the Closing Date. Such conveyances include, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date and Draws made after the Closing Date, except to the extent such Draws are transferred to the Trust Estate pursuant to clause (b) below); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity Issuer for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Depositor, the Issuer, the Indenture Trustee, the Securities Administrator, Servicer or the Master Servicer nor the Issuing Entity Seller assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of the Securities AdministratorDepositor, the Master Servicer nor Issuer, the Indenture Trustee Trustee, the Servicer or the Seller shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture, and, concurrently with such receipt, the Issuing Entity Issuer has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity Issuer without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders holders of the Notes, the Note Insurer, the Class E X Certificates and the Class R Certificates. The Issuing Entity Issuer acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note Insurer, the Class E X Certificates and the Class R Certificates. (b) Each additional Draw on the HELOCs shall be funded by the Originator pursuant to its obligations under the related Credit Line Agreement. The Securities Administrator does Originator hereby agree to direct funds from the holder of the Class S Certificates to reimburse Servicer advances made confirms its obligation, as Originator, to fund additional Draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the ServicerDraws. On a designated remittance dateRemittance Date (as defined in the Master PSA), as described in this Agreement and the Servicing Agreement, the Servicer GreenPoint shall, to the extent set forth in this Agreement and the Servicing AgreementMaster PSA, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, Indenture Trustee its monthly remittance report, which shall indicate the aggregate additional balance Draws funded by GreenPoint. At the Servicer. To end of the related Due Period, the Indenture Trustee shall, on behalf of the Trust, purchase the entire balance of such additional Draws from GreenPoint at a fixed purchase price equal to such balance of additional Draws, such purchase price to be funded (i) during the Managed Amortization Period, first, from collections of principal deposited in the Collection Account managed by the Servicer and, second, to the extent that the purchase price for any such additional balance Draws exceeds such principal amount on deposit in such collection account the Collection Account on such day, during the Managed Amortization Period, the difference shall be funded by amounts contributed to a reserve fund by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, and (ii) during the Rapid Amortization Period, by accepting such Certificate, hereby agrees amounts contributed to reimburse a reserve fund by the Servicer for such aggregate advances, which is the amount by which the principal balance Holder of the Class S Certificate Certificate. After such transfer, the Draws shall accumulate each monthbe part of the Trust Estate. The Master Servicer and GreenPoint shall be the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder initial Holder of the Class S Certificate fails to do soCertificate. Each of the Originator, the Servicer and the Seller acknowledge that the provisions of this Section 2.01(b) restate and supersede the provisions of Section 4.16 of the Master PSA. (c) It is agreed and understood by the SponsorSeller, the Depositor and the Issuing Entity Issuer (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 5.6c Revised, Appendix E attached hereto as Exhibit 6 to the Mortgage Loan Purchase Agreement6). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor Seller shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsorblank; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor Originator shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, modification or consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor Originator shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor Originator may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Originator shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor Originator shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor Seller shall provide a copy of such title insurance policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee and the Securityholders.

Conveyance of HELOCs; Obligation to Fund Advances Under Credit Line Agreements. (a) As of the Closing Date, in consideration of the Issuing EntityIssuer’s delivery of the proceeds from the sale of the Notes Notes, and the Certificates Certificates, to the SponsorSeller, and concurrently with the execution and delivery of this Agreement, the Sponsor Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Issuing EntityIssuer, without recourse, and the Issuing Entity, pursuant to the Indenture, is granting to the Indenture Trusteein trust, all of its right, title and interest in and to the HELOCs. Such conveyances includeconveyance includes, without limitation, (i) each HELOC, including its principal balance (including the right to make Draws related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding interest collections due on or prior to the Cut-off Off Date); (ii) property that secured a HELOC that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the related Originator’s rights under the Insurance Policies; (iv) the Master Servicer Collection Account and Account, the Payment Account; and (v) any proceeds of the foregoing and any other property owned by the Trust and all other assets included or to be included in the Issuing Entity Issuer for the benefit of the Noteholders, the Note Insurer Noteholders and the Certificateholders; provided, however, none of the Indenture Trustee, the Securities Administrator, the Master Servicer nor the Issuing Entity Issuer assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of Draws to the Mortgagor thereunder, and none of , the Securities Administrator, the Master Servicer nor the Indenture Trustee shall be obligated or permitted to fund any such Draws. With respect to the HELOCs, Draws shall be part of the related principal balance and are hereby transferred to the Issuing Entity Issuer on the Closing Date pursuant to this Section 2.01(a), and are therefore part of the Trust Estate. The Indenture Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it, or the Custodian on its behalf, has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Note Insurer and for the purposes and subject to the terms and conditions set forth in this Agreement and the IndentureAgreement, and, concurrently with such receipt, the Issuing Entity Issuer has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Trust Estate. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Issuing Entity without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the Holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. The Issuing Entity acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Holders of the Notes, the Note Insurer, the Class E Certificates and the Class R Certificates. (b) The Securities Administrator does hereby agree to direct funds from the holder of the Class S Certificates Cerificateholder account to reimburse Servicer advances made to fund additional Draws draws on the HELOCs. Each additional balance during the Managed Amortization Period shall first be funded from collections of principal deposited in an account managed by the Servicer. On a designated remittance date, as described in this Agreement and the Servicing Agreement, the Servicer shall, to the extent set forth in this Agreement and the Servicing Agreement, then deliver to the holder of the Class S Certificate, with a copy to the Master Servicer, its monthly remittance report, which shall indicate the aggregate additional balance funded by the Servicer. To the extent that the purchase price for any additional balance exceeds such principal amount on deposit in such the related collection account on such day, during the Managed Amortization Period, the difference shall be funded by the Class S Certificateholder. During the Rapid Amortization Period, the entire balance of additional Draws draws shall be funded by the Class S Certificateholder. The Holder of the Class S Certificate, by accepting such Certificate, hereby agrees to reimburse the Servicer for such aggregate advances, which is the amount by which the principal balance of the Class S Certificate shall accumulate each month. The Master Servicer and the Securities Administrator have no liability or obligation to reimburse the Servicer for any additional Draws to the extent that the holder of the Class S Certificate fails to do so. (c) It is agreed and understood by the SponsorSeller, the Depositor and the Issuing Entity Issuer (and the Depositor so represents and recognizes) that it is not intended that any HELOC to be included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; 2004 or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005; or (v) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix E attached as Exhibit 6 to the Mortgage Loan Purchase Agreement). (d) In connection with such transfers and assignments of the HELOCs, the Sponsor Seller shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s behalf, the following documents or instruments with respect to each HELOC so transferred and assigned on or before the Closing Date: (i) the original Credit Line Agreement; (ii) if such HELOC is not a MERS Mortgage Loan, an original Assignment of Mortgage in blank signed by the Sponsorblank; (iii) (A) if such HELOC is not a MERS Mortgage Loan, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost, the Sponsor Originator shall deliver or cause to be delivered to the Custodian, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if such HELOC is a MERS Mortgage Loan, the original Mortgage, noting the presence of the “Mortgage Identification Number” of such MERS Mortgage Loan; (iv) if such HELOC is not a MERS Mortgage Loan, if applicable, the original Intervening Assignments, if any, with evidence of recording thereon, showing a complete chain of title to the related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a title insurance policy Title Insurance Policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to such HELOC; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the related Mortgage. (i) Upon the occurrence of a Recordation Event, the Sponsor Originator shall submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the HELOCs. In lieu of recording any such Assignments of Mortgage, the Sponsor Originator may provide to the Indenture Trustee and the Note Insurer an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee, to the effect that recordation of an Assignment of Mortgage in the state where the related Mortgaged Property is located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee or the Securityholders in the related Mortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Originator shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Sponsor Originator shall submit each such Assignment of Mortgage for recording. (ii) In instances where a title insurance policy Title Insurance Policy is required to be delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee under clause (d)(v) above and is not so delivered, the Sponsor Seller shall provide a copy of such title insurance policy Title Insurance Policy to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date. (iii) For HELOCs (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith shall deliver to the Indenture Trustee, or to the Custodian on behalf of the Indenture Trustee and the Master ServicerTrustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the related Collection Account pursuant to this Agreement or the Servicing Agreement have been so deposited. All original documents that are not delivered to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall be held by the Servicer in trust for the benefit of the Indenture Trustee and the Securityholders.