Common use of Conveyance of the Home Equity Loans and Qualified Replacement Mortgages Clause in Contracts

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off Date. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off Date. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada York and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and Closing Date the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, conveys without recourse, to the Trust all of their respective rightIssuer, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to the Home Equity Loans (other than payments of principal (including Prepayments) collected and interest accrued due on each the Home Equity Loan Loans on or prior to before the Cut-Off Date). The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee Issuer is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that Pursuant to the saleIndenture, transfer, assignment and conveyance herein contemplated constitute a sale the Issuer will pledge the Trust Estate to the Indenture Trustee to be held on behalf of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part Owners of the Depositor's or either Seller's estate in the event of insolvencyNotes. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee Issuer a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such the sale, transfer, assignment, and conveyance from the Sellers Seller to the DepositorDepositor under the Loan Sale Agreement, each the Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania Delaware and Nevada, as the case may beFlorida, a UCC-1 financing statement executed by such the Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a the Seller as the debtor and the Depositor as the secured party on in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate InsurerDepositor's and the Owners' interest in the Trust Estate. In connection with such the sale, transfer, assignment, and conveyance from the Depositor to the TrusteeIssuer, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada Delaware and Delaware, Florida a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee Issuer as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as a debtor and the Trustee Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the TrusteeIssuer's, the Certificate Owners' and the Note Insurer's and the Owners' interest in the Trust Estate. In connection with the pledge of the Trust Estate from the Issuer to the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, on behalf of the Owners of the Notes, as the secured party and listing the Home Equity Loans and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the Notes.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off DateDate and all interest accrued on or prior to February 28, 1999. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Closing Date, the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, conveys without recourse, to the Trust Issuer, all of their its respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all Home Equity Loans (other than payments of its right, title principal and interest in and to principal (including Prepayments) collected and interest accrued due on each the Home Equity Loan Loans on or prior to before the Cut-Off Date). The transfer by the Seller to the Depositor and by the Depositor to the Issuer of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee Issuer is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from by the Depositor to the Issuer. Pursuant to the Indenture, the Issuer will pledge the Trust and that Estate to the Home Equity Loans not Indenture Trustee to be part held on behalf of the Depositor's or either Seller's estate in Owners of the event of insolvencyNotes. In the event that such conveyance is deemed to be a loan, the parties intend that each the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee Issuer a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such the sale, transfer, assignment, and conveyance from the Sellers Seller to the Depositor, each the Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania Delaware and Nevada, as the case may beFlorida, a UCC-1 financing statement executed by such the Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans Loans, and the other property described above as collateral. The characterization of a the Seller as the debtor and the Depositor as the secured party on in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate InsurerDepositor's and the Owners' interest in the Trust Estate. In connection with such the sale, transfer, assignment, and conveyance from the Depositor to the TrusteeIssuer, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada Delaware and Delaware, Florida a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee Issuer as secured party and listing the Home Equity Loans Loans, and the other property described above as collateral. The characterization of the Depositor as a debtor and the Trustee Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the TrusteeIssuer's, the Certificate Owners' and the Note Insurer's and the Owners' interest in the Trust Estate. In connection with the pledge of the Trust Estate from the Issuer to the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, on behalf of the Owners of the Notes, as the secured party and listing the Home Equity Loans and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the Notes.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each the Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, conveys without recourse, to the Trust Trustee for the benefit of the Owners, all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all Home Equity Loans (other than payments of its right, title principal and interest in and to principal (including Prepayments) collected and interest accrued due on each the Home Equity Loan Loans on or prior to before the Cut-Off Date). The transfer by the Seller to the Depositor, and the transfer by the Depositor to the Trust, of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from a sale by the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvencyTrust. In the event that either such conveyance is deemed to be a loan, the parties intend that each the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such the sale, transfer, assignment, and conveyance from the Sellers Seller to the Depositor, each the Seller has filed, in the appropriate office or offices in the States State of Delaware, Pennsylvania and Nevada, as the case may beFlorida, a UCC-1 financing statement executed by such the Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a the Seller as a debtor and the Depositor as the secured party on in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate InsurerDepositor's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada Delaware and Delaware, Florida a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as the debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) (i) On the Startup Day Day, each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereofwithout recourse (except as otherwise provided herein), transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their its respective right, title and interest of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the Trust Estate; provided. In that connection, however, the parties acknowledge that each Seller reserves has reserved and retains retained all of its right, title and interest in and to all principal (including Prepayments) collected and interest accrued on each Home Equity Loan received on or prior to the Cut-Off DateDate with respect to the Home Equity Loans being transferred by it and, accordingly, such amounts do not form part of the Trust Estate. The transfer by the Depositor each Seller of the Home Equity Loans set forth on the Schedule of Home Equity Loans and the other assets in the Trust Estate to the Trustee Depositor is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositoreach Seller for all purposes (including tax, reporting and accounting purposes). It is intended that the saleexpress intent of the parties that, transferfor each Seller, assignment the transfer and conveyance herein contemplated described in the immediately preceding paragraph constitute a sale of the Home Equity Loans and other assets in the Trust Estate conveying good title thereto free and clear of any liens and encumbrances from each such Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans and other assets in the Trust Estate not be part of the Depositor's or either such Seller's estate in the event of bankruptcy or insolvency. In Further, it is not the intent of the parties that any such transfer and conveyance be deemed a grant by such Seller to the Depositor of a security interest in the Home Equity Loans and other assets in the Trust Estate conveyed by it hereunder in order to secure a debt or other obligation of such Seller. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Home Equity Loans and other assets in the Trust Estate conveyed by any Seller to the Depositor hereunder are held or otherwise determined to have been property of such Seller or not to have been conveyed to the Depositor in an absolute sale, then (i) this Agreement shall also be deemed to be, and hereby constitutes, a security agreement within the meaning of Article 9 of the UCC; (ii) any conveyance hereunder by such Seller of a Home Equity Loan or other asset in the Trust Estate shall be deemed to be, and hereby constitutes, a grant by such Seller to the Depositor of a first priority security interest in all of such Seller's right, title and interest in and to the Home Equity Loan or other asset; (iii) the possession by the Depositor or any of its bailees or agents of items of property that constitute goods, instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; (iv) notifications to persons holding such conveyance is property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Depositor for the purpose of perfecting such security interest under applicable law; and (v) the obligations secured by the first priority security interest described in clause (iii) above shall be deemed to include any and all obligations of such Seller to the Depositor under this Agreement, any and all obligations of the Depositor to the Trustee and any and all obligations of the Trustee to the Owners and other Persons pursuant to this Agreement and the other Operative Documents, including any obligation to pay the principal of and interest on the Certificates to the related Owners as and when due and any obligation to distribute or pay any other fees, costs, expenses and other amounts required to be distributed or paid under this Agreement or any of the other Operative Documents. Any assignment or other transfer of the rights of the Depositor under any provision hereof shall also be deemed to be an assignment of any security interest created hereby. Each Seller covenants that, to the extent consistent with this Agreement, it will take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Home Equity Loans, such security interest would be deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in of first priority under applicable law and would be maintained as such throughout the Trust Estate, and that terms of this Agreement shall constitute and the other Operative Documents. Each Seller also covenants not to pledge, assign or grant a security agreement under applicable lawinterest in any of the Home Equity Loans to any third party. In connection with such sale, transfer, assignment, the transfer and conveyance from described above by each of the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement statements executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a an absolute sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the TrusteeDepositor's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off Date. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, Estate and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware__________, Pennsylvania ___________ and Nevada__________, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada York and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust EstateEstate and the Corpus; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off Date. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust EstateEstate and the Corpus, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust EstateEstate and the Corpus. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's and the Owners' interest in the Trust EstateEstate and the Corpus . In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada York and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust EstateEstate and the Corpus. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's and the Owners' interest in the Trust EstateEstate and the Corpus.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) On the Startup Day each Seller, concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their respective right, title and interest in and to the Trust Estate; provided, however, that each Seller reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each Home Equity Loan on or prior to the Cut-Off Date. The transfer by the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Home Equity Loans conveying good title thereto free and clear of any liens and encumbrances from each Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans not be part of the Depositor's or either Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada York and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.

Conveyance of the Home Equity Loans and Qualified Replacement Mortgages. (a) (i) On the Startup Day Day, each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereofwithout recourse (except as otherwise provided herein), transfers, assigns, sets over and otherwise conveys, without recourse, to the Trust all of their its respective right, title and interest of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the Trust Estate; provided. In that connection, however, the parties acknowledge that each Seller reserves has reserved and retains retained all of its right, title and interest in and to all principal (including Prepayments) collected and interest accrued on each Home Equity Loan due and received on or prior to the Cut-Off DateDate with respect to the Home Equity Loans being transferred by it and, accordingly, such amounts do not form part of the Trust Estate. The transfer by the Depositor each Seller of the Home Equity Loans set forth on the Schedule of Home Equity Loans and the other assets in the Trust Estate to the Trustee Depositor is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositoreach Seller for all purposes (including tax, reporting and accounting purposes). It is intended that the saleexpress intent of the parties that, transferfor each Seller, assignment the transfer and conveyance herein contemplated described in the immediately preceding paragraph constitute a sale of the Home Equity Loans and other assets in the Trust Estate conveying good title thereto free and clear of any liens and encumbrances from each such Seller to the Depositor and from the Depositor to the Trust and that the Home Equity Loans and other assets in the Trust Estate not be part of the Depositor's or either such Seller's estate in the event of bankruptcy or insolvency. In Further, it is not the intent of the parties that any such transfer and conveyance be deemed a grant by such Seller to the Depositor of a security interest in the Home Equity Loans and other assets in the Trust Estate conveyed by it hereunder in order to secure a debt or other obligation of such Seller. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Home Equity Loans and other assets in the Trust Estate conveyed by any Seller to the Depositor hereunder are held or otherwise determined to have been property of such Seller or not to have been conveyed to the Depositor in an absolute sale, then (i) this Agreement shall also be deemed to be, and hereby constitutes, a security agreement within the meaning of Article 9 of the UCC; (ii) any conveyance hereunder by such Seller of a Home Equity Loan or other asset in the Trust Estate shall be deemed to be, and hereby constitutes, a grant by such Seller to the Depositor of a first priority security interest in all of such Seller's right, title and interest in and to the Home Equity Loan or other asset; (iii) the possession by the Depositor or any of its bailees or agents of items of property that constitute goods, instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; (iv) notifications to persons holding such conveyance is property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Depositor for the purpose of perfecting such security interest under applicable law; and (v) the obligations secured by the first priority security interest described in clause (iii) above shall be deemed to include any and all obligations of such Seller to the Depositor under this Agreement, any and all obligations of the Depositor to the Trustee and any and all obligations of the Trustee to the Owners and other Persons pursuant to this Agreement and the other Operative Documents, including any obligation to pay the principal of and interest on the Certificates to the related Owners as and when due and any obligation to distribute or pay any other fees, costs, expenses and other amounts required to be distributed or paid under this Agreement or any of the other Operative Documents. Any assignment or other transfer of the rights of the Depositor under any provision hereof shall also be deemed to be an assignment of any security interest created hereby. Each Seller covenants that, to the extent consistent with this Agreement, it will take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Home Equity Loans, such security interest would be deemed to be a loan, the parties intend that each Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in of first priority under applicable law and would be maintained as such throughout the Trust Estate, and that terms of this Agreement shall constitute and the other Operative Documents. Each Seller also covenants not to pledge, assign or grant a security agreement under applicable lawinterest in any of the Home Equity Loans to any third party. In connection with such sale, transfer, assignment, the transfer and conveyance from described above by each of the Sellers to the Depositor, each Seller has filed, in the appropriate office or offices in the States of Delaware, Pennsylvania and Nevada, as the case may be, a UCC-1 financing statement statements executed by such Seller as debtor, naming the Depositor as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of a Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a an absolute sale of such Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, each Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the TrusteeDepositor's, the Certificate Insurer's and the Owners' interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, Nevada and Delaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Home Equity Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificate Insurer's and the Owners' interest in the Trust Estate.