Common use of Conveyance Clause in Contracts

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect to the Seller Home Equity Loans It is expressly acknowledged and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to agreed that: (a) all principal collected The Transfer of the Unit shall be prepared by the Vendor’s solicitors and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Trustee herewith, together with the related Home Equity Loan documents Transfer and the DepositorPurchaser’s interest first mortgage on the Unit (if any), including any mortgage insurance and related application fee(s); (b) If a new mortgage, as arranged by the Purchaser, is contemplated, the Purchaser shall make a bona fide effort to secure such new mortgage. The proposed terms and conditions of such mortgage shall be set out in any Property, and all payments thereon and a mortgage commitment signed by the mortgagee with a copy delivered to the Vendor if requested by the Vendor; (c) The Purchaser agrees to irrevocably assign the proceeds of such new mortgage to the Vendor to secure payment of the Purchase Price; (d) If the net proceeds of the conversionmortgage are less than the sum agreed to be assigned to the Vendor, voluntary the Purchaser shall forthwith on demand pay to the Vendor the amount necessary to make up such deficiency; (e) In the event at the Closing Date there remains unadvanced a portion of the funds to be advanced under the mortgage, the Purchaser shall pay all other amounts due to the Vendor on such date and shall execute such documentation as required by the Vendor to secure payment to the Vendor of such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Vendor, as security for payment of the full Purchase Price, a Caveat may be registered by the Vendor to give notice as to the amount of the Purchase Price unpaid. The Purchaser also agrees to execute and deliver to his solicitor, prior to the final Closing Date, a Tenancy-at-Will Agreement and a properly executed Transfer Back of the Unit from the Purchaser to the Vendor. The Transfer Back will be held in trust until the full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with any interest thereon within ten (10) days after delivery of the Transfer, the Vendor shall be at liberty to use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Purchaser shall be responsible for clearing the title of all encumbrances registered the source of which is attributable to the Purchaser; (f) Subject to 2(e) above, in the event that the total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Purchaser for any reason whatsoever, the Purchaser shall, at the option of the Vendor, pay interest to the Vendor upon such unreleased amount, until paid and released to the Vendor, at the interest rate equal to twelve (12%) percent per annum; (g) Notwithstanding (e) and (f) above, if the Vendor has not received all monies due and owing to the Vendor herein on the date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above within ten (10) days of the date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and terminate this Purchase Agreement in consequence of such default, in which event all monies paid by the Purchaser to the Vendor shall be subject to forfeiture, however, such forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or involuntaryremedies at law or equity by the Vendor against the Purchaser arising pursuant thereto; and (h) The Vendor shall have no responsibility whatsoever to the Purchaser to assist in obtaining, maintaining, or preserving the terms of the Purchaser’s mortgage, including, without limitation to the foregoing, and (b) proceeds preservation of all the foregoing (including, but not by way of limitation, all proceeds interest rate chargeable thereunder in consequence of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of delay or in any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any postponement of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsClosing Date.

Conveyance. (a) The Seller with respect Transferor does hereby transfer, assign, set over and otherwise convey to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrustee, without recourse and for the exclusive benefit of the Owners of the Certificatesrecourse, all of its right, title and interest in in, to and to (a) all principal collected and interest due under the Receivables of the Additional Accounts existing at the close of business on the Home Equity Loans on and after the Additional Cut-Off Date and any thereafter created from time to time until the termination of the Trust, the Funds Collateral, if any, relating to such Additional Accounts, all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC and including Insurance Proceeds and Recoveries) thereof, and the related Interchange payable pursuant to Section 2.07(i) of the Agreement. This paragraph 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, the Transferor or any other benefits accruing from Person in connection with the Home Equity Loans which Accounts, the Depositor is causing Receivables, the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to be delivered Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. (b) If necessary, in connection with such transfer, assignment, set over and conveyance, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Custodian on behalf Receivables and the Funds Collateral, if any, now existing or hereafter created in such Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or appropriate to perfect, and maintain the perfection of, the sale and assignment of such Receivables and Funds Collateral to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee herewithon or prior to the Addition Date. The Trustee shall be under no obligation whatsoever to file such financing statement, together continuation statement or amendment to such financing statement, or make any other filing under the UCC in connection with such sale and assignment. (c) In connection with such conveyance, the related Home Equity Loan documents Transferor has, at its own expense, on or prior to the date of this Assignment, indicated clearly and unambiguously in its computer files, and caused the Depositor’s interest Depository to indicate in any Propertyits files, that all Receivables created in connection with, and all payments thereon and proceeds of Funds Collateral, if any, relating to, the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Additional Accounts have been conveyed to the Trustee pursuant to the Agreement and this Assignment for the benefit of the Owners Certificateholders. (d) The parties hereto intend that the transfer of Receivables, any Funds Collateral, and other property pursuant to this Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If the Certificatestransfer pursuant to this Assignment is not deemed to be a sale, without recourse, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a security interest in all the of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables of the Depositor Additional Accounts existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time until the termination of the Trust, the Funds Collateral, if any, relating to the Additional Accounts, all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC and including Insurance Proceeds and Recoveries) thereof and the related Interchange payable pursuant to Section 2.07(i) of the Agreement. This Assignment constitutes a security agreement under the UCC. (e) The Transferor hereby appoints the Trustee as its attorney-in-fact with full authority in the place and stead of the Transferor and in the name of the Transferor or otherwise from time to time in the Trustee’s discretion to take any action and to execute any instrument that the Trust Estate. The Trustee acknowledges such salemay deem necessary or advisable to accomplish the purposes of this Assignment, accepts the trusts hereunder including, without limitation, to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittances and receipts for moneys due or to become due under or in accordance connection with the provisions hereof Funds Collateral, receive, endorse and agrees collect all drafts or other instruments and documents made payable to perform the duties herein Transferor in accordance connection therewith or representing any payment, dividend or other distribution in respect of the Funds Collateral or any part thereof and to give full discharge for the same and the Trustee may as such attorney-in-fact, file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or desirable for the collection thereon or to enforce compliance with the provisions terms and conditions of this Assignment and the Operative DocumentsAgreement.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, each Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, in trustsells, conveys, assigns and transfers to the Trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans (other than any principal received thereon on and after or prior to the Cut-Off Date Date, and any interest accrued thereon on or prior to February 28, 1999) listed in Schedules I-A and all other benefits accruing from I-B to this Agreement which the Home Equity Loans which Sellers are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s each Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); (c) the Insurance and Indemnity Agreement; (d) the Certificate Insurance Policy; and (be) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (a)-(e) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse (except as provided herein) and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all the Mortgage Loans (other than any principal collected and interest payments received or, with respect to an Actuarial Loan, due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date Date) listed in Schedules I-A and any I-B to this Agreement which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and Depositor’s 's interest in any PropertyMortgaged Property which secures a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Distribution Account, exclusive of investment earnings on such amounts (except as otherwise provided herein) and such amounts as may be held by the Master Servicer in the name of the Trustee in the Collection Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Permitted Investments held by the Master Servicer); (c) with respect to the Class A Certificates, the Certificate Insurance Policies and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The Depositor, concurrently excluding the proceeds of the Certificate Insurance Policies except with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers respect to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documentsaccording to their terms.

Conveyance. The On the Closing Date, subject to the fulfillment by Buyers of their obligations under this Agreement, each Seller shall: (a) convey to the applicable Buyer title in and to its Real Property, subject to only the applicable Permitted Exceptions hereof, by special warranty deed or the equivalent in each State, substantially in the form attached hereto as Exhibit H-1 through Exhibit H-18, as applicable to the State in which such Real Property is located (each, a “Deed” and collectively, the “Deeds”); (b) convey to the applicable Buyer title to its Personal Property by a ▇▇▇▇ of sale in the form attached hereto and made a part hereof as Exhibit C (each, a “▇▇▇▇ of Sale” and collectively, the “Bills of Sale”); (c) assign to the applicable Buyer the Warranties, Assumed Service Contracts, License Agreements and Permits with respect to such Seller’s Real Property and/or Personal Property, to the Seller Home Equity Loans extent assignable, by assignment in the form attached hereto and made a part hereof as Exhibit D (each, a “Warranties, Service Contracts, License Agreements and Permits Assignment” and collectively, the Conduit Seller “Warranties, Service Contracts, License Agreements and Permits Assignments”); (d) assign to the applicable Buyer all of the Leases with respect to such Seller’s Real Property by an assignment and assumption of Leases in the Conduit Home Equity Loans form attached hereto and made a part hereof as Exhibit E (each, an “Assignment and Assumption of Leases” and collectively, the “Lease Assignments”); (e) with respect to each hereby bargainsGround Lease, sells, conveys, assigns and transfers assign the Seller’s interest as tenant under the Ground Lease to the Depositor, in trust, without recourse applicable Buyer by a recordable assignment and for the exclusive benefit assumption of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included Ground Lease in the proceeds of any of the foregoing) to pay the Certificates form attached hereto and made a part hereof as specified herein Exhibit N (the “Home Equity Loan AssetsGround Lease Assignment”). The Depositor, concurrently ; and (f) comply with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers all other Seller deliverable requirements pursuant to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsArticle VII.

Conveyance. The Seller with respect to the Seller Home Equity Loans and Loans, the Conduit Seller with respect to the Conduit Home Equity Loans, and the Conduit Seller II with respect to the Conduit II Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect (a) On the terms and subject to the Seller Home Equity Loans conditions set forth in this Agreement, the Transferor hereby Conveys to the Transferee on the Closing Date, and the Conduit Seller Transferee hereby acquires as a capital contribution in an amount determined in accordance with respect to Section 4.1(j) from the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to Transferor on the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesClosing Date, all of its the Transferor's right, title and interest in and to each Underlying Asset listed on Schedule A to this Agreement (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf "Schedule of the Trustee herewithUnderlying Assets"), together with the related Home Equity Loan documents and the Depositor’s interest in any Property, all other Related Security and all payments thereon and proceeds of the conversionforegoing for such Transferred Asset. For each Underlying Asset, voluntary or involuntary, the amount set forth in the column entitled "Transfer Price" on the Schedule of Underlying Assets shall be its "purchase price" for purposes of the foregoing, and Indenture. (b) proceeds It is the express intent of all the foregoing (including, but not Transferor and the Transferee that the Conveyance of Transferred Assets by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating the Transferor to the Home Equity LoansTransferee pursuant to this Agreement be construed as an absolute contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Conveyance Date. Further, cash proceedsit is not the intention of the Transferor and the Transferee that any contribution be deemed a grant of a security interest in the Transferred Assets by the Transferor to the Transferee to secure a debt or other obligation of the Transferor. However, accountsin the event that, accounts receivablenotwithstanding the intent of the parties expressed herein, notesthe Conveyance hereunder shall be characterized as loans and not as contributions, drafts, acceptances, chattel paper, checks, deposit accounts, rights then (i) this Agreement also shall be deemed to payment of any and every kindbe, and other forms of obligations and receivables which at any time constitute all or part of or are included in hereby is, a security agreement within the proceeds of any meaning of the foregoingUCC and other Applicable Law and (ii) the Conveyance by the Transferor provided for in this Agreement shall be deemed to pay be, and the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, Transferor hereby bargains, sells, conveys, assigns and transfers grants to the Trustee Transferee, a security interest in (and such security interest is hereby assigned by the Transferee to the Collateral Trustee, for the benefit of the Owners Secured Parties), to and under all of the Certificates, without recourse, all the Transferor's right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the Depositor foregoing. If the Conveyance hereunder shall be characterized as loans and not as contributions, the Transferee and its assignees shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Transferee and its assignees and under the other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. (c) The Transferor and the Transferee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Transferee under Applicable Law and will be maintained as such throughout the term of this Agreement. The Transferor represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code; provided that, with respect to any Participated Loan, the Transferee shall not be the record owner of legal title of the related Underlying Asset until the Elevation Date of such Participated Loan, and the Conveyance of a Participated Loan as contemplated by this Agreement constitutes a conveyance, transfer and assignment of such Participated Loan, including all beneficial and economic interests in the underlying loan from the Transferor to the Transferee, leaving the Transferor with only "bare legal title" to such underlying loan and the proceeds and any related collateral, such that the Participated Loan (including such beneficial interest in the underlying loan and the proceeds and any related collateral) shall not be part of the Transferor's estate, as determined pursuant to Section 541 of the Bankruptcy Code, in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. The Transferee assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to any breach of its representations, warranties and covenants expressly stated in this Agreement, the Transferor assigns each Transferred Asset "as is," and makes no covenants, representations or warranties regarding the Transferred Assets. (d) In connection with the Conveyance, the Transferor agrees to file on or prior to the date of the Conveyance, at its own expense, a precautionary financing statement or statements with respect to the Transferred Assets Conveyed by the Transferor hereunder meeting the requirements of Applicable Law in the appropriate jurisdiction to perfect and protect the interests of the Transferee created hereby under the UCC against all creditors of, and purchasers from, the Transferor, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Trust EstateTransferee as soon as reasonably practicable after its receipt thereof. (e) The Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as the Transferee may reasonably request, in order to perfect or protect the interest of the Transferee in the Transferred Assets contributed hereunder or to enable the Transferee to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Transferor will, in order to accurately reflect the Conveyance contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) or other documents or instruments as may be reasonably requested by the Transferee and m▇▇▇ its master computer records (or related sub-ledger) noting the contribution by the Transferee of the Transferred Assets and the lien of the Collateral Trustee pursuant to the Indenture. The Trustee acknowledges Transferor hereby authorizes the Transferee to file and, to the fullest extent permitted by Applicable Law the Transferee shall be permitted to file initial financing statements, continuation statements and amendments thereto and assignments thereof without the Transferor's further action; provided that the description of collateral contained in such salefinancing statements shall be limited to only Transferred Assets. Carbon, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (f) Each of the Operative Transferor and the Transferee agrees that prior to the time of Conveyance of any Transferred Asset hereunder, the Transferee has no rights to or claim of benefit from any Transferred Asset (or any interest therein) owned by the Transferor. (g) The Transferred Assets acquired, transferred to and assumed by the Transferee from the Transferor shall include the Transferor's entitlement to any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets. (h) Except as otherwise permitted under this Agreement or the other Transaction Documents, the Transferor shall have no right hereunder to reacquire any of the Transferred Assets, and the Transferee shall be entitled to dispose of any Transferred Assets in its discretion (subject to the Indenture) and shall have no duty or obligation to account to the Transferor in respect thereof nor any recourse to the Transferor in connection with any such disposition. (i) Each of the Transferor and the Transferee acknowledges, agrees, represents and warrants that (1) there are no other agreements related to the contribution of the Transferred Assets other than this Agreement, the Indenture and any related assignment agreements, (2) this Agreement (along with any related assignment agreements) and the Indenture represent the entire agreement between the parties with respect to the transactions subject of and contemplated by this Agreement, (3) this Agreement is not an attempt to hide the true agreement between the parties, and (4) the parties to this Agreement do not and will not depart from its terms with respect to the matters subject hereof.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and all interest due on the Home Equity Loans after the Cut-Off Date, and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon thereon, including all Prepayment Charges, and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of the its right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Initial Home Equity Loans on (other than any principal payments received and after the Cutinterest payments due thereon prior to ____ 1, 199_) listed in Schedules I-Off Date A and any and all other benefits accruing from the Home Equity Loans I-B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith and the Subsequent Home Equity Loans (other than any principal payments received and interest payments due thereon prior to the related Subsequent Cut-Off Date) listed in Schedule I-A and I-B to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Custodian on behalf of the Trustee (and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), (c) the Depositor's rights (except with respect to Sections 4.03 and 4.04 of the Loan Sale Agreement), but none of its obligations under the Loan Sale Agreement and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect (a) On the terms and subject to the Seller Home Equity Loans conditions set forth in this Agreement, the Transferor hereby Conveys to the Transferee on the Closing Date, and the Conduit Seller Transferee hereby acquires as a capital contribution in an amount determined in accordance with respect to Section 4.1(j) from the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to Transferor on the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesClosing Date, all of its the Transferor's right, title and interest in and to each Underlying Asset listed on Schedule A to this Agreement (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf "Schedule of the Trustee herewithUnderlying Assets"), together with the related Home Equity Loan documents and the Depositor’s interest in any Property, all other Related Security and all payments thereon and proceeds of the conversionforegoing for such Transferred Asset. For each Underlying Asset, voluntary or involuntary, the amount set forth in the column entitled "Transfer Price" on the Schedule of Underlying Assets shall be its "purchase price" for purposes of the foregoing, and Indenture. (b) proceeds It is the express intent of all the foregoing (including, but not Transferor and the Transferee that the Conveyance of Transferred Assets by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating the Transferor to the Home Equity LoansTransferee pursuant to this Agreement be construed as an absolute contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Conveyance Date. Further, cash proceedsit is not the intention of the Transferor and the Transferee that any contribution be deemed a grant of a security interest in the Transferred Assets by the Transferor to the Transferee to secure a debt or other obligation of the Transferor. However, accountsin the event that, accounts receivablenotwithstanding the intent of the parties expressed herein, notesthe Conveyance hereunder shall be characterized as loans and not as contributions, drafts, acceptances, chattel paper, checks, deposit accounts, rights then (i) this Agreement also shall be deemed to payment of any and every kindbe, and other forms of obligations and receivables which at any time constitute all or part of or are included in hereby is, a security agreement within the proceeds of any meaning of the foregoingUCC and other Applicable Law and (ii) the Conveyance by the Transferor provided for in this Agreement shall be deemed to pay be, and the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, Transferor hereby bargains, sells, conveys, assigns and transfers grants to the Trustee Transferee, a security interest in (and such security interest is hereby assigned by the Transferee to the Trustee, for the benefit of the Owners Secured Parties), to and under all of the Certificates, without recourse, all the Transferor's right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the Depositor foregoing. If the Conveyance hereunder shall be characterized as loans and not as contributions, the Transferee and its assignees shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Transferee and its assignees and under the other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. (c) The Transferor and the Transferee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Transferee under Applicable Law and will be maintained as such throughout the term of this Agreement. The Transferor represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code; provided that, with respect to any Participated Loan, the Transferee shall not be the record owner of legal title of the related Underlying Asset until the Elevation Date of such Participated Loan, and the Conveyance of a Participated Loan as contemplated by this Agreement constitutes a conveyance, transfer and assignment of such Participated Loan, including all beneficial and economic interests in the underlying loan from the Transferor to the Transferee, leaving the Transferor with only "bare legal title" to such underlying loan and the proceeds and any related collateral, such that the Participated Loan (including such beneficial interest in the underlying loan and the proceeds and any related collateral) shall not be part of the Transferor's estate, as determined pursuant to Section 541 of the Bankruptcy Code, in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy Law. The Transferee assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to any breach of its representations, warranties and covenants expressly stated in this Agreement, the Transferor assigns each Transferred Asset "as is," and makes no covenants, representations or warranties regarding the Transferred Assets. (d) In connection with the Conveyance, the Transferor agrees to file on or prior to the date of the Conveyance, at its own expense, a precautionary financing statement or statements with respect to the Transferred Assets Conveyed by the Transferor hereunder meeting the requirements of Applicable Law in the appropriate jurisdiction to perfect and protect the interests of the Transferee created hereby under the UCC against all creditors of, and purchasers from, the Transferor, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Trust EstateTransferee as soon as reasonably practicable after its receipt thereof. (e) The Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as the Transferee may reasonably request, in order to perfect or protect the interest of the Transferee in the Transferred Assets contributed hereunder or to enable the Transferee to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Transferor will, in order to accurately reflect the Conveyance contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) or other documents or instruments as may be reasonably requested by the Transferee and mark its master computer records (or related sub-ledger) noting the contribution by the Transferee of the Transferred Assets and the lien of the Trustee pursuant to the Indenture. The Trustee acknowledges Transferor hereby authorizes the Transferee to file and, to the fullest extent permitted by Applicable Law the Transferee shall be permitted to file initial financing statements, continuation statements and amendments thereto and assignments thereof without the Transferor's further action; provided that the description of collateral contained in such salefinancing statements shall be limited to only Transferred Assets. Carbon, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (f) Each of the Operative Transferor and the Transferee agrees that prior to the time of Conveyance of any Transferred Asset hereunder, the Transferee has no rights to or claim of benefit from any Transferred Asset (or any interest therein) owned by the Transferor. (g) The Transferred Assets acquired, transferred to and assumed by the Transferee from the Transferor shall include the Transferor's entitlement to any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets. (h) Except as otherwise permitted under this Agreement or the other Transaction Documents, the Transferor shall have no right hereunder to reacquire any of the Transferred Assets, and the Transferee shall be entitled to dispose of any Transferred Assets in its discretion (subject to the Indenture) and shall have no duty or obligation to account to the Transferor in respect thereof nor any recourse to the Transferor in connection with any such disposition. (i) Each of the Transferor and the Transferee acknowledges, agrees, represents and warrants that (1) there are no other agreements related to the contribution of the Transferred Assets other than this Agreement, the Indenture and any related assignment agreements, (2) this Agreement (along with any related assignment agreements) and the Indenture represent the entire agreement between the parties with respect to the transactions subject of and contemplated by this Agreement, (3) this Agreement is not an attempt to hide the true agreement between the parties, and (4) the parties to this Agreement do not and will not depart from its terms with respect to the matters subject hereof.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse (except as provided herein) and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all the Mortgage Loans (other than any principal collected and interest payments received or, with respect to an Actuarial Loan, due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date Date) listed in Schedules I-A and any I-B to this Agreement which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and Depositor’s 's interest in any PropertyMortgaged Property which secures a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Distribution Account, exclusive of investment earnings on such amounts (except as otherwise provided herein) and such amounts as may be held by the Master Servicer in the name of the Trustee in the Collection Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Permitted Investments held by the Master Servicer); (c) with respect to the Class A Certificates, the Certificate Insurance Policies and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The Depositor, concurrently excluding the proceeds of the Certificate Insurance Policies except with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers respect to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect (a) On the terms and subject to the Seller Home Equity Loans conditions set forth in this Agreement, the Transferor hereby Conveys to the Transferee on the Closing Date, and the Conduit Seller Transferee hereby acquires as a capital contribution in an amount determined in accordance with respect to Section 4.1(j) from the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to Transferor on the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesClosing Date, all of its the Transferor's right, title and interest in and to each Underlying Asset listed on Schedule A to this Agreement (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf "Schedule of the Trustee herewithUnderlying Assets"), together with the related Home Equity Loan documents and the Depositor’s interest in any Property, all other Related Security and all payments thereon and proceeds of the conversionforegoing for such Transferred Asset. For each Underlying Asset, voluntary or involuntary, the amount set forth in the column entitled "Transfer Price" on the Schedule of Underlying Assets shall be its "purchase price" for purposes of the foregoing, and Indenture. (b) proceeds It is the express intent of all the foregoing (including, but not Transferor and the Transferee that the Conveyance of Transferred Assets by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating the Transferor to the Home Equity LoansTransferee pursuant to this Agreement be construed as an absolute contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Conveyance Date. Further, cash proceedsit is not the intention of the Transferor and the Transferee that any contribution be deemed a grant of a security interest in the Transferred Assets by the Transferor to the Transferee to secure a debt or other obligation of the Transferor. However, accountsin the event that, accounts receivablenotwithstanding the intent of the parties expressed herein, notesthe Conveyance hereunder shall be characterized as loans and not as contributions, drafts, acceptances, chattel paper, checks, deposit accounts, rights then (i) this Agreement also shall be deemed to payment of any and every kindbe, and other forms of obligations and receivables which at any time constitute all or part of or are included in hereby is, a security agreement within the proceeds of any meaning of the foregoingUCC and other Applicable Law and (ii) the Conveyance by the Transferor provided for in this Agreement shall be deemed to pay be, and the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, Transferor hereby bargains, sells, conveys, assigns and transfers grants to the Trustee Transferee, a security interest in (and such security interest is hereby assigned by the Transferee to the Trustee, for the benefit of the Owners Secured Parties), to and under all of the Certificates, without recourse, all the Transferor's right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the Depositor foregoing. If the Conveyance hereunder shall be characterized as loans and not as contributions, the Transferee and its assignees shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Transferee and its assignees and under the other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. (c) The Transferor and the Transferee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Transferee under Applicable Law and will be maintained as such throughout the term of this Agreement. The Transferor represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code; provided that, with respect to any Participated Loan, the Transferee shall not be the record owner of legal title of the related Underlying Asset until the Elevation Date of such Participated Loan, and the Conveyance of a Participated Loan as contemplated by this Agreement constitutes a conveyance, transfer and assignment of such Participated Loan, including all beneficial and economic interests in the underlying loan from the Transferor to the Transferee, leaving the Transferor with only "bare legal title" to such underlying loan and the proceeds and any related collateral, such that the Participated Loan (including such beneficial interest in the underlying loan and the proceeds and any related collateral) shall not be part of the Transferor's estate, as determined pursuant to Section 541 of the Bankruptcy Code, in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. The Transferee assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to any breach of its representations, warranties and covenants expressly stated in this Agreement, the Transferor assigns each Transferred Asset "as is," and makes no covenants, representations or warranties regarding the Transferred Assets. (d) In connection with the Conveyance, the Transferor agrees to file on or prior to the date of the Conveyance, at its own expense, a precautionary financing statement or statements with respect to the Transferred Assets Conveyed by the Transferor hereunder meeting the requirements of Applicable Law in the appropriate jurisdiction to perfect and protect the interests of the Transferee created hereby under the UCC against all creditors of, and purchasers from, the Transferor, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Trust EstateTransferee as soon as reasonably practicable after its receipt thereof. (e) The Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as the Transferee may reasonably request, in order to perfect or protect the interest of the Transferee in the Transferred Assets contributed hereunder or to enable the Transferee to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Transferor will, in order to accurately reflect the Conveyance contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) or other documents or instruments as may be reasonably requested by the Transferee and mark its master computer records (or related sub-ledger) noting the contribution by the Transferee of the Transferred Assets and the lien of the Trustee pursuant to the Indenture. The Trustee acknowledges Transferor hereby authorizes the Transferee to file and, to the fullest extent permitted by Applicable Law the Transferee shall be permitted to file initial financing statements, continuation statements and amendments thereto and assignments thereof without the Transferor's further action; provided that the description of collateral contained in such salefinancing statements shall be limited to only Transferred Assets. Carbon, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (f) Each of the Operative Transferor and the Transferee agrees that prior to the time of Conveyance of any Transferred Asset hereunder, the Transferee has no rights to or claim of benefit from any Transferred Asset (or any interest therein) owned by the Transferor. (g) The Transferred Assets acquired, transferred to and assumed by the Transferee from the Transferor shall include the Transferor's entitlement to any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets. (h) Except as otherwise permitted under this Agreement or the other Transaction Documents, the Transferor shall have no right hereunder to reacquire any of the Transferred Assets, and the Transferee shall be entitled to dispose of any Transferred Assets in its discretion (subject to the Indenture) and shall have no duty or obligation to account to the Transferor in respect thereof nor any recourse to the Transferor in connection with any such disposition. (i) Each of the Transferor and the Transferee acknowledges, agrees, represents and warrants that (1) there are no other agreements related to the contribution of the Transferred Assets other than this Agreement, the Indenture and any related assignment agreements, (2) this Agreement (along with any related assignment agreements) and the Indenture represent the entire agreement between the parties with respect to the transactions subject of and contemplated by this Agreement, (3) this Agreement is not an attempt to hide the true agreement between the parties, and (4) the parties to this Agreement do not and will not depart from its terms with respect to the matters subject hereof.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) At the Closing, the parties will execute and deliver all principal collected deeds and interest due on other documents necessary to consummate the Home Equity Loans on transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and after the Cut-Off Date Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all other benefits accruing from contracts affecting the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithProperty, together with the related Home Equity Loan documents any security or other deposits pertaining thereto. (iii) Blanket assignment and the Depositor’s interest in transfer of any Property, and all payments thereon assignable warranties and proceeds of the conversionguarantees from any contractors, voluntary subcontractors, suppliers, manufacturers or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy distributors relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment Property. (iv) The original of any and every kindall assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and other forms rights of obligations parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and receivables which at any time constitute all or part contracts related to the Property. (xi) A certificate dated as of or the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are included true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the proceeds Agreement. (xii) Such other documentation as may be reasonably required of any Seller to effect the consummation of the foregoingtransactions contemplated hereby. (xiii) At Closing, Purchaser shall deliver to pay Seller the Certificates as specified herein following (all of which shall be duly executed, sealed, witnessed and notarized where required): (xiv) The total purchase price. (xv) A copy of a good standing certificate regarding Oasis certified by the “Home Equity Loan Assets”). The DepositorSecretary of State of Wisconsin, concurrently with dated within thirty (30) days prior to Closing. (xvi) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery hereofof all documents required to effectuate such, hereby bargainsand designating the person authorized to execute and deliver such documents on behalf of Purchaser, sellstogether with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, conveysPurchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (c) At Closing, assigns and transfers to Title Agent will apply the Trustee for Earnest Money toward the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsPurchase Price.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to September 1, 1997 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Distribution Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents."

Conveyance. The At the Closing, Seller with respect will convey fee simple title to the Seller Home Equity Loans Real Property and the Conduit Seller with respect Improvements to Purchaser or Purchaser’s assignee or nominee by the Deed and title to the Conduit Home Equity Loans each hereby bargainsPersonal Property and the Intangible Property by the ▇▇▇▇ of Sale (as hereinafter defined), sellsfree and clear of any and all deeds of trust, conveysmortgages or other liens or indebtedness; subject, assigns and transfers however, to the Depositorfollowing (collectively, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to “Permitted Exceptions”): (a) all principal collected and interest due on General real estate taxes for the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans year in which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents Closing occurs and the Depositor’s interest in any Property, subsequent years not yet due and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and payable. (b) proceeds All easements, restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating Property to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any extent (i) reflected on Exhibit B attached hereto and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified incorporated by reference herein (the “Home Equity Loan AssetsExisting Exceptions”). The Depositor, concurrently with (ii) items other than the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Existing Exceptions reflected on Schedule B to the Trustee for Title Commitment (other than the benefit standard printed exceptions on Schedule B to the Title Commitment) and which Seller has not otherwise agreed in writing during the Review Period to remove; (ii) items other than the Existing Exceptions reflected on the Survey, as recertified, and which Seller has not otherwise agreed in writing during the Review Period to remove; and/or (iii) created by or consented and agreed to in writing by Purchaser prior to or at the Closing. If Seller agrees to remove such items in writing, Seller must remove such items at or prior to Closing. (c) The rights of tenants, as tenants only, under unrecorded written leases delivered by Seller to Purchaser at the start of the Owners Review Period or executed thereafter as provided herein. (d) Notwithstanding Purchaser’s delivery of the Certificatesa Waiver Notice, without recourse, all the right, title and interest of the Depositor in and or anything else to the Trust Estate. The Trustee acknowledges such salecontrary in this Contract, accepts Seller must remove at or prior to the trusts hereunder in accordance with Closing any mortgages and mechanics and materialmen liens created, suffered or incurred by, through or under Seller against the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsProperty.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to January 1, 1997 whether or not received) listed in Schedules I-A and after I-B to this Agreement which the Cut-Off Date Seller is causing to be delivered to the Depositor and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I-A and I-B to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) At the Closing, the parties will execute and deliver all principal collected deeds and interest due on other documents necessary to consummate the Home Equity Loans on transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and after the Cut-Off Date Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all other benefits accruing from contracts affecting the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithProperty, together with the related Home Equity Loan documents any security or other deposits pertaining thereto. (iii) Blanket assignment and the Depositor’s interest in transfer of any Property, and all payments thereon assignable warranties and proceeds of the conversionguarantees from any contractors, voluntary subcontractors, suppliers, manufacturers or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy distributors relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment Property. (iv) The original of any and every kindall assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and other forms rights of obligations parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and receivables which at any time constitute all or part contracts related to the Property. (xi) A certificate dated as of or the Closing Date signed by Charles B. Hicks certifying that the representations ▇▇▇ ▇▇▇▇▇▇▇▇▇s of Seller set forth herein are included true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the proceeds Agreement. (xii) Such other documentation as may be reasonably required of any Seller to effect the consummation of the foregoingtransactions contemplated hereby. (c) At Closing, Purchaser shall deliver to pay Seller the Certificates as specified herein following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the “Home Equity Loan Assets”). The DepositorSecretary of State of Tennessee, concurrently with dated within thirty (30) days prior to Closing, in the event of an Assignment by Purchaser to Oasis Group, Inc. or any entity related thereto or affiliated therewith. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery hereofof all documents required to effectuate such, hereby bargainsand designating the person authorized to execute and deliver such documents on behalf of Purchaser, sellstogether with a Certificate of Incumbency with respect to such officers, conveysonly if necessary. In the event that Purchaser is an entity other than a corporation, assigns and transfers Purchaser shall deliver certifications equivalent to those required by the Trustee for preceding sentence with respect to such entity, only if necessary. (d) At Closing, the benefit of Closing Agent will apply the Owners of Earnest Money toward the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsPurchase Price.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans Loans, each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of Certificateholders and the CertificatesCertificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect (a) On the terms and subject to the conditions set forth in this Agreement, the Seller Home Equity Loans and the Conduit Seller with respect hereby (i) Conveys to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustPurchaser, without recourse except to the extent specifically provided herein, on the Purchase Date, and for the exclusive benefit of Purchaser hereby purchases from the Owners of Seller on the CertificatesPurchase Date (the "Conveyance"), all of its the Seller's right, title and interest in and to each term loan and delayed draw term loan commitment (aincluding any delayed draw term loan that is funded after the date hereof and prior to the Purchase Date) (collectively, each a "Loan") listed opposite the Seller's name on Schedule A to this Agreement (the "Schedule of Loans"), together with all principal collected other related security and interest due all proceeds of the foregoing and (ii) agrees to transfer, or cause to be transferred, to the Purchaser all collections received by the Seller on the Home Equity Loans account of any of such Transferred Assets on and after the Cut-Off Purchase Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf within two Business Days of the Trustee herewithreceipt and identification by the Seller thereof. The Seller hereby acknowledges that, together with except as expressly provided herein, the related Home Equity Loan documents Conveyance is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and Seller. (b) proceeds of all On and after the foregoing (includingPurchase Date hereunder, but not the Purchaser shall own the Transferred Assets Conveyed by way of limitation, all proceeds the Seller to the Purchaser on such Purchase Date free and clear of any mortgage insurancelien in favor of any person or entity, flood insuranceand the Seller shall not claim any ownership interest in such Transferred Assets. ‑ 3 ‑ (c) It is the express intent of the Seller and the Purchaser that the Conveyance of Transferred Assets by the Seller to the Purchaser pursuant to this Agreement be construed as an absolute sale and/or participation of such Transferred Assets by the Seller to the Purchaser providing the Purchaser with the full risks and benefits of ownership of the Transferred Assets. Further, hazard insurance it is not the intention of the Seller or the Purchaser that the Conveyance be deemed a grant of a security interest in the Transferred Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller. (d) The Seller and title insurance policy the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a first priority perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. The Seller represents and warrants that the Transferred Assets being transferred by the Seller are being transferred with the intention of removing them from the Seller's estate pursuant to Section 541 of the Bankruptcy Code. The Purchaser assumes all risk relating to nonpayment or failure by the Home Equity Loansobligors to make any distributions owed by them under the Transferred Assets. Except with respect to the representations, cash proceedswarranties and covenants expressly stated in this Agreement, accountsthe Seller assigns each Transferred Asset "as is," and makes no covenants, accounts receivablerepresentations or warranties regarding the Transferred Assets. (e) In connection with the purchase by the Purchaser of each Transferred Asset as contemplated by this Agreement, notesthe Seller agrees that it shall, draftsat its own expense, acceptances, chattel paper, checks, deposit accounts, rights indicate clearly and unambiguously in its computer files on or prior to payment of any and every kindthe Purchase Date, and other forms of obligations and receivables which at any time constitute all or part of or are included in its financial statements, that such Transferred Asset has been acquired by the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder Purchaser in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documentsthis Agreement.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date or Subsequent Cut-Off Date in the case of Subsequent Mortgage Loans) listed in Schedules I-A and I-B to this Agreement (or Schedules I-A and I-B to any Subsequent Transfer Agreement) which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account and the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicers); (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein herein; and (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit d) certain rights of the Owners of Seller under the Certificates, without recourse, all the right, title and interest of the Depositor in and Transfer Agreements that are being assigned to the Trust hereunder ((a)-(d) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and Loans, the Conduit Seller with respect to the Conduit Home Equity Loans, and the Conduit Seller II with respect to the Conduit II Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect (a) Subject to the Seller Home Equity Loans terms and conditions of this Agreement, the Conduit Seller with respect to Company does hereby grant and convey unto the Conduit Home Equity Loans each Agent a present and continuing lien upon, security interest in and security title to, and does hereby bargainsgrant, sellsbargain, conveysconvey, assigns sell, transfer, pledge, assign and transfers to deliver unto the DepositorAgent, in trust, without recourse and for the exclusive benefit of the Owners of Agent and the CertificatesLenders, all of its rightthe Company's rights, title titles, options, privileges and interests in, to and under: (i) the Assigned Documents; (ii) any and all collateral for the Assigned Documents; and (iii) any and all income, revenues, payments, profits, accounts, contract rights and benefits from, under and in connection with the Assigned Documents or any collateral therefor, whether now or hereafter due or arising, together with any and all monies, proceeds and distributions of every kind and description now or hereafter due or payable with respect thereto or on account thereof, including, without limitation, any and all payments of principal or interest in now or hereafter due and payable under any of the Assigned Documents, all of which are hereinafter collectively called the "PAYMENTS". All of the Company's rights, titles, options, privileges and interests in, to (a) all principal collected and interest due on under the Home Equity Loans on Assigned Documents, any collateral therefor, and after the Cut-Off Date Payments are hereinafter sometimes collectively called the "COLLATERAL". This instrument is made and intended to secure the full, prompt and complete payment of the Bridge Loan and any and all other benefits accruing from indebtedness, obligations and liabilities of the Home Equity Loans which the Depositor is causing to be delivered Company to the Custodian on behalf of Agent or the Trustee herewith, together with Lenders now or hereafter arising under this Agreement or the related Home Equity Bridge Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating Note issued pursuant to the Home Equity LoansCredit Agreement, cash proceedsor any renewal or renewals, accountsextension or extensions, accounts receivableor modification or modifications of, notesor any substitution or substitutions for, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositorindebtedness, concurrently with obligations and liabilities which this instrument is given to secure are hereinafter sometimes collectively called the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents"INDEBTEDNESS".

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to March 1, 1997 whether or not received) listed in Schedules I-A and after I-B to this Agreement which the Cut-Off Date Seller is causing to be delivered to the Depositor and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I-A and I-B to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to June 1, 1998 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Distribution Account, the Pre-Funding Account and the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect For and in consideration of the sum of One Hundred and No/100 dollars ($100.00), cash in hand paid, and other valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Purchase and Sale Agreement dated September 30, 2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase and Sale Agreement"), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Purchase and Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer, assign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Seller Home Equity Loans Assets (as defined below), and the Conduit Seller with respect in particular to the Conduit Home Equity Loans each hereby bargainsworking interests and net revenue interests shown on Exhibit A, sellsagainst the claims of all persons claiming an interest therein by, conveysthrough or under Assignor, assigns and transfers hereinafter called the "Special Warranty"), with subrogation against Assignor's predecessors in title, excluding Affiliates, subject to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificatesterms hereof, all of its rightAssignor' s rights, title and interests in and to the following (collectively, the "Assets"): a. The oil and gas leases, mineral executive interests, contractual rights, rights to explore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit A and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or interests collectively referred to as the "Leases"). b. Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor's interest in and to the properties covered or units created thereby to the extent attributable to the Leases (acollectively, the "Units"). c. All oil and gas wells, salt water disposal wells, ▇▇▇▇ction wells and ▇ther wells lo▇▇▇▇▇ on affecting or drai▇▇▇▇ any of the Leases, within the Units or as listed on Exhibit A (collectively, the "Wells"). d. All structures, ▇▇cilities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, tubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property located on, used in the operation of, or relating to the production, treatment, non-regulated transportation, gathering, #982615 NATRONA COUNTY CLERK, WY Renea Vitto Recorded: JF Nov 24, 2014 10:19:53 AM Pages 10 Fee: $42.00 NOONAN LAND SERVICES INC marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced from the Leases or the Units (the "Facilities") . e. all principal collected natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and interest due on other hydrocarbons,whether gaseous or liquid, produced or drained from or allocable to the Home Equity Loans Assets (as hereinafter defined) on and after the CutEffective Date (the "Hydrocarbons"). f. To the extent transferable, all contracts, permits, rights-Off Date of-way, easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other agreement, document or instrument listed on Exhibit A INSOFAR ONLY as they directly relate and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered are attributable to the Custodian on behalf Leases, Units, Wells, Hydrocarbons, or Facilitie▇ or the contractual and wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale,processing, handling disposal, storage or transportation of hydrocarbons, water, or substances associated therewith (the Trustee herewith"Assumed Contracts"). g. Records relating to the Leases, together with Units, Wells, Hydrocarbons, Assumed Contracts and Facilities in the related Home Equity Loan documents possession of Assignor (the "Records") and the Depositor’s interest in any Propertyincluding as follows: all (i) lease, land, and all payments thereon and proceeds division order files (including any abstracts of the conversiontitle, voluntary or involuntarytitle opinions, certificates of the foregoingtitle, title curative documents, and division orders contained therein), (bii) proceeds of the Assumed Contracts; (iii) all well, facility, operational, environmental, regulatory, compliance and historic production files and (iv) all geological files relating to the foregoing Leases (includingthe "Geologic Data"), but not including any records which (A) Assignor is prohibited from transferring to Assignee by way of limitationlaw or existing contractual relationship, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables or which at any time (B) constitute all or part of or are included Excluded Assets (as hereinafter defined in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”Section 2). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Subject to all the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants set forth herein, the Seller with respect hereby sells or contributes to the Seller Home Equity Loans Transferor (without recourse, except as provided in Section 6.3) and the Conduit Seller with respect to Transferor hereby purchases or accepts as a contribution from the Conduit Home Equity Loans each hereby bargainsSeller, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit as of the Owners of the CertificatesClosing Date, all of its the Seller's right, title and interest in in, to, and under (i) each of the Leases listed on the Lease Schedule and the Lease Files relating to such Leases, (aii) the Lease Receivables and the right to receive all principal collected and interest other payments on or with respect to such Leases due or becoming due on the Home Equity Loans on and or after the Cut-Off Date Date, (iii) all guaranties of and other agreements providing credit enhancement with respect to each such Lease to the extent related to such Lease, (iv) all rights, powers, and remedies under or in connection with each such Lease, whether arising under the terms of such Lease, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Lease, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (v)(A) each item of Equipment subject to any such Lease and owned by the Seller and (B) any security interest of the Seller in any item of Equipment subject to any such Lease and not owned by the Seller, including in the case of either of clauses (v)(A) or (v)(B), all Residual Realizations with respect to all such Equipment other than Shared Residual Proceeds, except to the extent such Shared Residual Proceeds are payable to the Seller (or the Transferor or the Trustee, as assignee of the Seller) pursuant to the applicable Shared Residual Agreement, (vi) any Casualty Insurance Policy or Insurance Proceeds with respect to each such Lease, (vii) the Originator Agreements, the Subservicing Agreements, the Vendor Agreements, and all other agreements pursuant to which the Seller acquired any rights with respect to the foregoing insofar, and only insofar, as such agreement relates to the foregoing (and, in the case of the Shared Enhancement Agreements, subject to the provisions of Section 5.3), and (viii) any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents income and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositorforegoing sale, concurrently transfer, assignment, contribution and conveyance does not constitute and is not intended to result in an assumption by the Transferor of any obligation (except for the obligation not to disturb an Obligor 's right of quiet enjoyment) of the Seller or the Servicer in connection with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsLeases.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date Date, and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon thereon, including all Trust Prepayment Charges, and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date or Subsequent Cut-Off Date in the case of Subsequent Mortgage Loans) listed in Schedules I-A and I-B to this Agreement (or Schedules I-A and I-B to any Subsequent Transfer Agreement) which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Custodian, on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Upper-Tier Group I Distribution Account and the Upper-Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicers); (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein; ((a)-(c) above shall be collectively referred to herein (as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of the Operative Documentsits ability.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, each Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, in trustsells, conveys, assigns and transfers to the Trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans (other than any principal and interest payments received thereon on and after or prior to the Cut-Off Date Date) listed in Schedule I to this Agreement which the Sellers are causing to be delivered to the Depositor and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s each Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); (c) the Insurance Agreement; (d) the Certificate Insurance Policy; and (be) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (a)-(e) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates, the Class S Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to October 1, 1996 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Distribution Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver the Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates and the Class S Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect For and in consideration of the sum of One Hundred and No/100 dollars ($100.00), cash in hand paid, and other valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Purchase and Sale Agreement dated September 30, 2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase and Sale Agreement"), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Purchase and Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer, assign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Seller Home Equity Loans Assets (as defined below), and the Conduit Seller with respect in particular to the Conduit Home Equity Loans each hereby bargainsworking interests and net revenue interests shown on Exhibit A, sellsagainst the claims of all persons claiming an interest therein by, conveysthrough or under Assignor, assigns and transfers hereinafter called the "Special Warranty"), with subrogation against Assignor's predecessors in title, excluding Affiliates, subject to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificatesterms hereof, all of its rightAssignor' s rights, title and interests in and to the following (collectively, the "Assets"): a. The oil and gas leases, mineral executive interests, contractual rights, rights to explore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit A and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or interests collectively referred to as the "Leases"). b. Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor's interest in and to the properties covered or units created thereby to the extent attributable to the Leases (acollectively, the "Units"). c. All oil and gas wells, salt water disposal wells, ▇▇▇▇ction wells and ▇ther wells lo▇▇▇▇▇ on affecting or drai▇▇▇▇ any of the Leases, within the Units or as listed on Exhibit A (collectively, the "Wells"). d. All structures, ▇▇cilities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, tubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property located on, used in the operation of, or relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced from the Leases or the Units (the "Facilities") . e. all principal collected natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and interest due on other hydrocarbons,whether gaseous or liquid, produced or drained from or allocable to the Home Equity Loans Assets (as hereinafter defined) on and after the CutEffective Date (the "Hydrocarbons"). f. To the extent transferable, all contracts, permits, rights-Off Date of-way, easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other agreement, document or instrument listed on Exhibit A INSOFAR ONLY as they directly relate and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered are attributable to the Custodian on behalf Leases, Units, Wells, Hydrocarbons, or Facilitie▇ or the contractual and wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale,processing, handling disposal, storage or transportation of hydrocarbons, water, or substances associated therewith (the Trustee herewith"Assumed Contracts"). g. Records relating to the Leases, together with Units, Wells, Hydrocarbons, Assumed Contracts and Facilities in the related Home Equity Loan documents possession of Assignor (the "Records") and the Depositor’s interest in any Propertyincluding as follows: all (i) lease, land, and all payments thereon and proceeds division order files (including any abstracts of the conversiontitle, voluntary or involuntarytitle opinions, certificates of the foregoingtitle, title curative documents, and division orders contained therein), (bii) proceeds of the Assumed Contracts; (iii) all well, facility, operational, environmental, regulatory, compliance and historic production files and (iv) all geological files relating to the foregoing Leases (includingthe "Geologic Data"), but not including any records which (A) Assignor is prohibited from transferring to Assignee by way of limitationlaw or existing contractual relationship, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables or which at any time (B) constitute all or part of or are included Excluded Assets (as hereinafter defined in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”Section 2). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, each Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, in trustsells, conveys, assigns and transfers to the Trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans (other than any principal and interest payments received thereon on and after or prior to the Cut-Off Date Date) listed in Schedule I-A and any I-B to this Agreement which the Sellers are causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s each Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Group I Distribution Account and the Upper- Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans on and after Class A-2 Internal Certificates issued by the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related ContiMortgage Home Equity Loan documents Trust 1998-2 (the "Home Equity Trust") pursuant to a Pooling and Servicing Agreement dated June 1, 1998 among ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage Corporation, as Seller and Servicer, ContiWest Corporation, as Seller and Manufacturers and Traders Trust Company, as Trustee (the Depositor’s interest in any Property, "Pooling and all payments thereon and proceeds of Servicing Agreement"); (b) the conversion, voluntary or involuntary, of Insurance Agreement; (c) the foregoing, Certificate Insurance Policy; (d) the Swap Agreement and (be) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(e) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Grantor Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to June 1, 1997 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre- Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Home Equity Loans on (other than any principal payments received and after the Cutinterest payments due prior to May 1, 1999) listed in Schedules I-Off Date A and any and all other benefits accruing from the Home Equity Loans I-B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a) through (c) above shall be collectively referred to herein as the “Home Equity "Trust Estate"). In connection with such transfer and assignment pursuant to Section 2.01 of the Loan Assets”)Purchase Agreement, the Seller hereby assigns to the Depositor all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Loan Purchase Agreement, including without limitation, the delivery requirements, representations, warranties and the cure, repurchase or substitution obligations of the Originator with respect to the Affiliate Loans under the Loan Purchase AGREEMENT. In addition to the foregoing, the Seller shall cause the Certificate Insurer to deliver a Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates. The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of Certificateholders and the CertificatesCertificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust EstateEstate and under the Loan Purchase Agreement. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of the its right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Initial Home Equity Loans on (other than any principal payments received and after the Cutinterest payments due thereon prior to June 1, 1998) listed in Schedules I-Off Date A and any and all other benefits accruing from the Home Equity Loans I-B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith and the Subsequent Home Equity Loans (other than any principal payments received and interest payments due thereon prior to the related Subsequent Cut-Off Date) listed in Schedule I-A and I-B to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Custodian on behalf of the Trustee (and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), (c) the Depositor's rights (except with respect to Sections 4.03 and 4.04 of the Loan Sale Agreement), but none of its obligations under the Loan Sale Agreement and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date or Subsequent Cut-Off Date in the case of Subsequent Mortgage Loans) listed in Schedules I-A and I-B to this Agreement (or Schedules I-A and I-B to any Subsequent Transfer Agreement) which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Upper- Tier Group I Distribution Account and the Upper-Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicers); (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, 8 accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein herein; and (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit d) certain rights of the Owners of Seller under the Certificates, without recourse, all the right, title and interest of the Depositor in and Transfer Agreements that are being assigned to the Trust hereunder ((a)-(d) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) At the Closing, the parties will execute and deliver all principal collected deeds and interest due on other documents necessary to consummate the Home Equity Loans on transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and after the Cut-Off Date Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all other benefits accruing from contracts affecting the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithProperty, together with the related Home Equity Loan documents any security or other deposits pertaining thereto. (iii) Blanket assignment and the Depositor’s interest in transfer of any Property, and all payments thereon assignable warranties and proceeds of the conversionguarantees from any contractors, voluntary subcontractors, suppliers, manufacturers or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy distributors relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment Property. (iv) The original of any and every kindall assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and other forms rights of obligations parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and receivables which at any time constitute all or part contracts related to the Property. (xi) A certificate dated as of or the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are included true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the proceeds Agreement. (xii) Such other documentation as may be reasonably required of any Seller to effect the consummation of the foregoingtransactions contemplated hereby. (c) At Closing, Purchaser shall deliver to pay Seller the Certificates as specified herein following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the “Home Equity Loan Assets”). The DepositorSecretary of State of Tennessee, concurrently with dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery hereofof all documents required to effectuate such, hereby bargainsand designating the person authorized to execute and deliver such documents on behalf of Purchaser, sellstogether with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, conveysPurchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, assigns and transfers to Escrow Agent will apply the Trustee for Earnest Money toward the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsPurchase Price.

Conveyance. The Seller with respect ▇▇▇▇▇▇▇▇ agrees to convey (or shall cause the Seller Home Equity Loans applicable Eligible Recipient to convey) to Provider, and the Conduit Seller with respect Provider agrees (or shall cause an Affiliate to the Conduit Home Equity Loans each hereby bargainsagree) to accept, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit as of the Owners of the CertificatesCommencement Date, all of its ▇▇▇▇▇▇▇▇'▇ (or the applicable Eligible Recipient's) right, title and interest in and to (a) all principal collected and interest due the Acquired Assets. In consideration for such conveyance, Provider agrees to pay ▇▇▇▇▇▇▇▇ or the applicable Eligible Recipient on the Home Equity Loans on and after Commencement Date the Cut-Off Date and any and all other benefits accruing from Acquired Assets Credit specified in this Agreement. The Acquired Asset Credit shall be paid in the Home Equity Loans local currency of the country in which the Depositor asset is causing located or, at ▇▇▇▇▇▇▇▇'▇ option, in the United States dollars, using the exchange rates specified in SCHEDULE J. In addition, Provider shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets. ▇▇▇▇▇▇▇▇ represents and warrants to be delivered Provider that Provider (or its Affiliates) shall take good title to the Custodian on behalf Acquired Assets as of the Trustee herewithCommencement Date, together with the related Home Equity Loan documents free and the Depositor’s interest in any Property, and clear of all payments thereon and proceeds liens. The conveyance of the conversion, voluntary or involuntary, Acquired Assets shall be effected by the delivery of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating each Acquired Asset to the Home Equity LoansProvider where possible or, cash proceedswhere this is not possible, accountsby the delivery of a general assignment and ▇▇▇▇ of sale in substantially the form set forth in EXHIBIT 3. Except as otherwise expressly provided in this SECTION 6.8, accounts receivable▇▇▇▇▇▇▇▇ OR THE APPLICABLE ELIGIBLE RECIPIENT CONVEYS THE ACQUIRED ASSETS TO PROVIDER ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. ▇▇▇▇▇▇▇▇ HEREBY DISCLAIMS ALL Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇ WARRANTIES, notesEXPRESS OR IMPLIED, draftsWITH RESPECT TO THE ACQUIRED ASSETS, acceptancesOR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY VENDOR TO PROVIDE THE SERVICES, chattel paperINCLUDING WARRANTIES OF NON-INFRINGEMENT, checks, deposit accounts, rights to payment MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Final Confidential and Proprietary Information of any IBM and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.▇▇▇▇▇▇▇▇

Conveyance. The Seller with respect of the Receivables and the Other ------------------------------------------- Conveyed Property to the Seller Home Equity Loans Issuer. Sellers acknowledge that Purchaser intends, ------------------------------- pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithOther Conveyed Property, together with its rights under this Agreement, to the related Home Equity Loan documents Issuer on the date hereof and on the Subsequent Transfer Date in the case of Subsequent Receivables. Sellers acknowledge and consent to such conveyance and pledge and waive any further notice thereof and covenant and agree that the representations and warranties of Sellers contained in this Agreement and the Depositor’s interest in any Propertyrights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and all payments thereon and proceeds of the conversion, voluntary or involuntary, Certificateholder. In furtherance of the foregoing, Sellers covenant and (b) proceeds of all the foregoing (includingagree to perform their duties and obligations hereunder, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently accordance with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee terms hereof for the benefit of the Owners Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Sellers shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform their respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Sellers under this Agreement against Sellers for the benefit of the CertificatesInsurer, without recoursethe Owner Trustee, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such saleCollateral Agent, accepts the trusts hereunder in accordance with Noteholders and the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsCertificateholder.

Conveyance. The Seller with respect to the Seller Home Equity Loans Loans, and the Conduit Seller with respect to the Conduit Home Equity Loans Loans, each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver a Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, each Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, in trustsells, conveys, assigns and transfers to the Trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans (other than any principal and interest payments received thereon on and after or prior to the Cut-Off Date Date) listed in Schedule I to this Agreement which the Sellers are causing to be delivered to the Depositor and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s each Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account and the Upper-Tier Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date Date) listed in Schedules I-A and any I-B to this Agreement which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Custodian, on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in any Account (other than the Principal and Interest Accounts) together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Trustee, the Servicer and the Special Servicer), (c) the Guarantee; and, (d) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of the Operative Documentsits ability.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) At the Closing, the parties will execute and deliver all principal collected deeds and interest due on other documents necessary to consummate the Home Equity Loans on transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and after the Cut-Off Date Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all other benefits accruing from contracts affecting the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithProperty, together with the related Home Equity Loan documents any security or other deposits pertaining thereto. (iii) Blanket assignment and the Depositor’s interest in transfer of any Property, and all payments thereon assignable warranties and proceeds of the conversionguarantees from any contractors, voluntary subcontractors, suppliers, manufacturers or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy distributors relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment Property. (iv) The original of any and every kindall assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and other forms rights of obligations parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and receivables which at any time constitute all or part contracts related to the Property. (xi) A certificate dated as of or the Closing Date signed by _______ certifying that the representations and warranties of Seller set forth herein are included true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the proceeds Agreement. (xii) Such other documentation as may be reasonably required of any Seller to effect the consummation of the foregoingtransactions contemplated hereby. (c) At Closing, Purchaser shall deliver to pay Seller the Certificates as specified herein following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by the “Home Equity Loan Assets”). The DepositorSecretary of State of Tennessee, concurrently with dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery hereofof all documents required to effectuate such, hereby bargainsand designating the person authorized to execute and deliver such documents on behalf of Purchaser, sellstogether with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, conveysPurchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, assigns and transfers to Escrow Agent will apply the Trustee for ▇▇▇▇▇▇▇ Money toward the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsPurchase Price.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to November 1, 1997 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Distribution Account, the Pre-Funding Account and the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, 8 accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller i. In accordance with respect to the Seller Home Equity Loans terms and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns conditions contained in this conveyance deed and transfers to the Depositor, in trust, without recourse and for the exclusive benefit consideration of the Owners of total price including EDC & IDC ………………. (Rupees only ) paid by the Certificatesallottee and received by the promoter (as per details mentioned in the payment schedule- hereunder), all of its rightthe promoter ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, title convey, assign and interest in and to (a) all principal collected and interest due on transfer unto the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not allottee by way of limitationsale, the said Flat of the said project free from all encroachments, charges and encumbrances together with all ways, paths, passages, rights, liberties, privileges and easements, whatsoever to the said Flat or in any way appended therewith usually held as part and parcel thereof. And now it shall be lawful for the allottee for all times hereafter to occupy/posses the said Flat and hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the promoter subject to the terms and conditions of this conveyance deed and the declaration. The promoter agree that they shall from time to time and at all times hereafter, upon every reasonable request and at the cost of the allottee, make, acknowledge, execute and perfect with all proper dispatch, all proceeds such further and other lawful and reasonable acts, deeds, matters and things whatsoever necessary for assuring the said Flat unto the allottee in the manner mentioned in this conveyance deed. The promoter covenant that this conveyance deed is executed in all its entirety and that the promoter has received full sale price of any mortgage insurance, flood insurance, hazard insurance the said Flat. ii. The Total Price of the Residential Flat as per approved demarcation/ zoning plan is ` (Rupees only) ("Total Price") (Give break up and title insurance policy relating description): Block No. CARPET Area of Flat in sq. Fts Rate per sq. fts. Basic Price of the Flat GST (if applicable) EDC (As Applicable) IDC (As Applicable) Total price (in rupees) (i) The Total Price as mentioned above includes the booking amount paid by the allottee to the Home Equity LoansPromoter towards the Flat; (ii) The Total Price as mentioned above includes Taxes (GST and Cess or any other taxes/ fees/ charges/ levies etc. which has been levied, cash proceedsin connection with the development/ construction of the Project(s)) paid/ payable by the Promoter up to the date of handing over the possession of the Flat to the allottee(s) or the competent authority, accountsas the case may be, accounts receivableafter obtaining the necessary approvals from competent authority for the purposes of such possession: (iii) The Promoter has provided to the Allottee(s) the details of the taxes/ fees/ charges/ levies etc. paid or demanded along with the acts/ rules/ notifications together with dates from which such taxes/ fees/ charges/ levies etc. have been imposed or become effective; (iv) The Total Price of Flat includes recovery of price of land, notesdevelopment/ construction of the Common Areas (if applicable), draftsinternal development charges, acceptancesinfrastructure augmentation charges, chattel paperexternal development charges, checkstaxes/ fees/ levies etc., deposit accounts, rights to payment of any fire detection and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included firefighting equipment in the proceeds common areas, maintenance charges for a period of any of 5 years and includes cost for providing all other facilities, amenities and specifications to be provided in the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.Colony..

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrustee on behalf of the Trust, without recourse (except as otherwise provided herein) and for the exclusive benefit of the Owners of the Certificates, all of its rightrights, title and interest interests of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the following: (a) all principal collected and interest due on the Home Equity Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans listed in Schedule I to this Agreement, which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee concurrently herewith, together with the related Home Equity Loan documents Other Assets, including, without limitation, the related Servicing Files and other Records and the Depositor’s 's interest in any PropertyMortgaged Property securing a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure, all contract rights and general intangibles in respect of the foregoing, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoingforegoing other than any Prepayment Penalties collected, the Retained Interest and the Retained Servicing Advances; (b) proceeds the rights and interests (but not the obligations) of Depositor in, to and under the Sale and Warranties Agreement, each of the Sale Agreements and each of the Assignment Agreements, (c) such amounts as may be held from time to time by the Trustee in the Certificate Account, the Basis Risk Reserve Fund or any other accounts for the benefit of the Owners of the Certificates, together with all cash, securities, investments or other assets (including Eligible Investments) credited thereto including any investment earnings thereon, and such cash, securities, investments or other assets as may be held in any other Account, including the Collection Account; (d) any and all Proceeds of all the foregoing (including, but not by way of limitation, any amounts relating to the Mortgage Loans received from the Sellers through the enforcement of the relevant provisions of the applicable Sale Agreement, all proceeds of any mortgage insurance, flood hazard insurance, hazard flood insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit All of the Owners of items in clauses (a)-(d) above are collectively referred to herein as the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate". The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions end that the interests of the Operative Documents.Owners may be adequately and effectively protected. REMIC I As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Interest will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a) (4)(iii)) for each REMIC I Regular Interest shall be the 360th Distribution Date. None of the REMIC I Regular Interests will be certificated. Designation Uncertificated REMIC Uncertificated Principal Latest Possible ----------- I Pass-Through Rate Balance Maturity Date ------------------- ------- ------------- LT-AA Variable(1) $ 91,318,319.40 June 25, 2033 LT-A1 Variable(1) $ 726,410.00 June 25, 2033 LT-M1 Variable(1) $ 56,930.00 June 25, 2033 LT-M2 Variable(1) $ 54,650.00 June 25, 2033 LT-B1 Variable(1) $ 34,160.00 June 25, 2033 LT-B2 Variable(1) $ 13,670.00 June 25, 2033 LT-B3 Variable(1) $ 15,940.00 June 25, 2033 LT-ZZ Variable(1) $ 961.880.60 June 25, 2033 LT-RI-Countrywide Variable(1) N/A (2) June 25, 2033 LT-RI-Wells Variable(1) N/A (2) June 25, 2033

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date or Subsequent Cut-Off Date in the case of Subsequent Mortgage Loans) listed in Schedules I-A and I-B to this Agreement (or Schedules I-A and I-B to any Subsequent Transfer Agreement) which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Custodian, on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Upper-Tier Group I Distribution Account and the Upper-Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicers); (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein herein; and (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit d) certain rights of the Owners of Seller under the Certificates, without recourse, all the right, title and interest of the Depositor in and Ameriquest Transfer Agreement that are being assigned to the Trust hereunder ((a)-(d) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of the Operative Documentsits ability.

Conveyance. The Seller To provide for the distribution of the principal of and interest on the Trust Certificates in accordance with their terms, all of the sums distributable under this Trust Agreement with respect to the Seller Home Equity Loans Trust Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Trust Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners Holders of the Trust Certificates, all of its the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from: (a) all principal collected and interest due the Underlying Security listed on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which Schedule I hereto that the Depositor is causing to be delivered to the Custodian on behalf Trustee herewith (and all Qualified Substitute Underlying Securities substituted therefor as provided by Section 2.03 of the Trustee herewithStandard Terms), together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments due thereon and proceeds after [_____] 1, 200[ ]; (b) the Sales Agreement, (c) the Asset Proceeds Account for the Trust Certificates, whether in the form of the conversioncash, voluntary instruments, securities or involuntary, of the foregoing, other properties; and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, distributions, rights to payment of any and every kind, and other forms of obligations and receivables which that at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Trust Certificates as specified herein (items (a) through (d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). [The Depositor, concurrently with the execution and delivery hereof, Depositor hereby bargains, sells, conveys, assigns and transfers pledges to the Trustee Trust and grants to the Trustee, on behalf of the Holders, a first priority security interest in and to (a) the Reserve Fund and all amounts as are deposited and maintained therein from time to time pursuant to this Trust Agreement, excluding however, any earnings thereon; and (b) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, proceeds of proceeds, and the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated property in trust, subject to the limitation set forth above with respect to earnings, to have and to hold in trust to secure the Trust Certificates. The Reserve Fund will not be designated as an asset of the Trust, but will be pledged to the Trust for the benefit of the Owners Holders. The owner of the Certificates, without recourse, all Reserve Fund will be the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsDepositor.]

Conveyance. The Seller with respect to the Seller Home Equity Loans It is expressly acknowledged and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to agreed that: (a) all principal collected The Transfer of the Unit shall be prepared by the Vendor’s solicitors and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Trustee herewith, together with the related Home Equity Loan documents Transfer and the DepositorPurchaser’s interest first mortgage on the Unit (if any), including any mortgage insurance and related application fee(s); (b) If a new mortgage, as arranged by the Purchaser, is contemplated, the Purchaser shall make a bona fide effort to secure such new mortgage. The proposed terms and conditions of such mortgage shall be set out in any Property, and all payments thereon and a mortgage commitment signed by the mortgagee with a copy delivered to the Vendor if requested by the Vendor; (c) The Purchaser agrees to irrevocably assign the proceeds of such new mortgage to the Vendor to secure payment of the Purchase Price; (d) If the net proceeds of the conversionmortgage are less than the sum agreed to be assigned to the Vendor, voluntary the Purchaser shall forthwith on demand pay to the Vendor the amount necessary to make up such deficiency; (e) In the event at the Closing Date there remains unadvanced a portion of the funds to be advanced under the mortgage, the Purchaser shall pay all other amounts due to the Vendor on such date and shall execute such documentation as required by the Vendor to secure payment to the Vendor of such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Vendor, as security for payment of the full Purchase Price, a Caveat may be registered by the Vendor to give notice as to the amount of the Purchase Price unpaid. The Purchaser also agrees to execute and deliver to his solicitor, prior to the final Closing Date, a Tenancy-at-Will Agreement and a properly executed Transfer Back of the Unit from the Purchaser to the Vendor. The Transfer Back will be held in trust until the full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with any interest thereon within ten (10) days after delivery of the Transfer, the Vendor shall be at liberty to use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Purchaser shall be responsible for clearing the title of all encumbrances registered the source of which is attributable to the Purchaser; (f) Subject to 2(e) above, in the event that the total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Purchaser for any reason whatsoever, the Purchaser shall pay interest to the Vendor upon such unreleased amount, until paid and released to the Vendor, at the interest rate equal to twelve (12%) percent per annum; (g) Notwithstanding (e) and (f) above, if the Vendor has not received all monies due and owing to the Vendor herein on the date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above, within ten (10) days of the date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and terminate this Purchase Agreement in consequence of such default, in which event all monies paid by the Purchaser to the Vendor shall be subject to forfeiture, however, such forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or involuntaryremedies at law or equity by the Vendor against the Purchaser arising pursuant thereto; and (h) The Vendor shall have no responsibility whatsoever to the Purchaser to assist in obtaining, maintaining, or preserving the terms of the Purchaser’s mortgage, including, without limitation to the foregoing, and (b) proceeds preservation of all the foregoing (including, but not by way of limitation, all proceeds interest rate chargeable thereunder in consequence of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of delay or in any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any postponement of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsClosing Date.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, each Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, in trustsells, conveys, assigns and transfers to the Trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans (other than any principal and interest payments received thereon on and after or prior to the Cut-Off Date Date) listed in Schedule I-A and any I-B to this Agreement which the Sellers are causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with wit h the related Home Equity Loan documents and the Depositor’s each Seller's interest in any PropertyProperty which secured a Home Equity Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Group I Distribution Account and the Upper-Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity LoansL oans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of the its right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Initial Home Equity Loans on (other than any principal payments received and after the Cutinterest payments due thereon prior to February 1, 1998) listed in Schedules I-Off Date A and any and all other benefits accruing from the Home Equity Loans I-B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith and the Subsequent Home Equity Loans (other than any principal payments received and interest payments due thereon prior to the related Subsequent Cut-Off Date) listed in Schedule I-A and I-B to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Custodian on behalf of the Trustee (and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), (c) the Depositor's rights (except with respect to Sections 4.03 and 4.04 of the Loan Sale Agreement), but none of its obligations under the Loan Sale Agreement and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The DepositorIn addition to the foregoing, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers Seller shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect hereby bargains, sells, conveys, assigns, and transfers to the Conduit Home Equity Loans each Depositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the DepositorTrustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its their respective right, title and interest in and to any and all benefits accruing to them from (a) all the Mortgage Loans (other than any principal collected and interest payments due thereon on the Home Equity Loans on and after or prior to the Cut-Off Date or Subsequent Cut-Off Date in the case of Subsequent Mortgage Loans) listed in Schedules I-A and I-B to this Agreement (or Schedules I-A and I-B to any Subsequent Transfer Agreement) which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith(and all substitutions therefor as provided by Section 3.03, 3.04, 3.05 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) such amounts as may be held by the Trustee in the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Upper-Tier Group I Distribution Account and the Upper-Tier Group II Distribution Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicers); (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein herein; and (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit d) certain rights of the Owners of Seller under the Certificates, without recourse, all the right, title and interest of the Depositor in and Ameriquest Transfer Agreement that are being assigned to the Trust hereunder ((a)-(d) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its the right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Home Equity Loans on (other than any payments received prior to November 1, 1998) listed in Schedules I-A and after the CutI-Off Date and any and all other benefits accruing from the Home Equity Loans B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a) and (c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). In addition to the foregoing, the Seller shall cause the Certificate Insurer to deliver a Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates. The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of Certificateholders and the CertificatesCertificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. At the Closing, Seller will convey good, marketable and insurable fee simple title to the Real Property and the Improvements to Purchaser by the Deed and title to the Personal Property and the Intangible Property by the ▇▇▇▇ of Sale (as hereinafter defined), free and clear of any and all deeds of trust, mortgages or other liens or indebtedness; subject, however, to the following (collectively, the “Permitted Exceptions”): (a) General real estate taxes for the year in which the Closing occurs and subsequent years not yet due and payable. (b) All easements, restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of the Property to the extent (i) reflected on Schedule B to the Title Commitment (other than the standard printed exceptions on Schedule B to the Title Commitment); (ii) all matters reflected on the Survey, as recertified, and not disapproved by Purchaser during the Review Period; (iii) all matters created by or consented and agreed to in writing by Purchaser prior to or at the Closing; and/or (iv) those matters set forth in Exhibit K attached hereto and incorporated herein by reference. (c) The rights of tenants, as tenants only, under unrecorded written leases delivered by Seller to Purchaser prior to the Closing. (d) Notwithstanding the forgoing, Purchaser acknowledges that the Property is currently subject to the terms of a promissory note (the “Note”), which is secured by a mortgage or deed of trust on the Property, security agreement and other loan documents (collectively with the Note, the “Loan Documents”) in favor of American Family Life Insurance Company (the “Lender”), which Loan Documents permit the Lender to accept any prepayment of the Note made prior to August , 2015 at the Lender’s sole option. No later than fifteen (15) days following the Effective Date (the “Approval Period”), Seller agrees to use reasonable, good faith efforts to obtain the approval of the Lender with respect to the prepayment of the Note and release of the Loan Documents at Closing (the “Prepayment Approval”). Upon receipt of the Prepayment Approval prior to the expiration of the Approval Period, Seller Home Equity Loans shall be obligated to deliver the Deed and title to the Personal Property and the Conduit Intangible Property free and clear of the Loan Documents. In the event that Seller with respect is unable to obtain the Prepayment Approval, Seller shall deliver notice of such failure to Purchaser prior to 5:00 p.m., Tampa, Florida time, on the expiration of the Approval Period (the “Prepayment Notice”) and Purchaser shall have the right, but not the obligation to assume the obligations of Seller under the Loan Documents at Closing on terms and conditions acceptable to Purchaser, in its sole and absolute discretion and subject to Lender’s approval as to the Conduit Home Equity Loans each hereby bargainsassumption by Purchaser of the Loan Documents at Closing (the “Assumption Approval”). If assumed by Purchaser at Closing, sells, conveys, assigns and transfers the Loan Documents shall be Permitted Exceptions. Notwithstanding anything contained in Section 8.02 to the Depositorcontrary, in trustthe event that Purchaser fails to obtain the Assumption Approval, without recourse prior to the Closing, on terms and for conditions acceptable to Purchaser, in its sole and absolute discretion, then Purchaser shall have the exclusive benefit of the Owners of the Certificates, all of its right, title as Purchaser’s sole and interest in exclusive remedy as to this Section 5.01, to terminate this Contract upon written notice to Seller and to (a) all principal collected and interest due on request the Home Equity Loans on and after Title Company to return the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith▇▇▇▇▇▇▇ Money Deposit, together with all accrued interest thereon, to Purchaser. In the related Home Equity Loan documents event that Seller fails to deliver the Prepayment Notice, Seller shall be deemed to have obtained the Prepayment Approval and will be obligated to deliver the Deed and title to the Personal Property and the Depositor’s interest in any Property, Intangible Property free and all payments thereon and proceeds clear of the conversion, voluntary or involuntary, of Loan Documents. Notwithstanding the foregoing, and (b) proceeds of all if Seller secures the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating Prepayment Approval from Lender prior to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any end of the foregoingApproval Period but Lender refuses to accept the prepayment of the Note and release the Loan Documents at Closing, then the same shall not be deemed to be a default of Seller under the terms of this Agreement, however, Purchaser shall have the right to (i) terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money Deposit upon written notice to Seller, or (ii) Purchaser, at Purchaser’s option, shall have the right to assume the Note and the Purchase Price shall be reduced by an amount equal to any prepayment penalty that Seller would have had to pay in order to prepay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsNote.

Conveyance. The Seller On the Closing Date, Sellers shall convey title to the Properties by special or limited warranty deeds (collectively, the “Deeds” and individually a “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions”): (i) all real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of the Property, which are not objected to or waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) the rights of tenants in possession as tenants only; and (v) those matters which would be disclosed by any accurate survey of the Property. Also on the Closing Date, Sellers shall transfer and assign its interest in and to that certain Centerpoint Ground Lease dated June 24, 2002, as amended (the “▇▇▇▇▇▇▇ Ground Lease”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as landlord and CAP Easely, LLC, as tenant, pursuant to an assignment of ground lease (the “Assignment of Ground Lease”) in recordable form, which shall, among other things, provide for: (i) an indemnification from Sellers to Buyer with respect to Sellers’ performance of any of its obligations under the ▇▇▇▇▇▇▇ Ground Lease arising prior to the Closing Date; and (ii) an indemnification from Buyer to Sellers with respect to its performance of its obligations under the ▇▇▇▇▇▇▇ Ground Lease on and after the Closing Date. Such indemnifications in the Assignment of Ground Lease shall survive Closing and shall not be limited by any of the limitations on other indemnifications set forth in this Agreement. Transfer of Sellers’ interest as landlord under the leases of the Properties set forth on Exhibit “C” attached hereto and made a part hereof (the “Leases”) shall be made by Assignment and Assumption Agreements (individually an “Assignment of Leases” and collectively the “Assignments of Leases”), substantially in the form of the Assignment of Leases attached hereto as Exhibit “D” and made a part hereof, to be executed by Sellers and Buyer effective as of the Closing Date. In addition, Sellers shall assign to Buyer at Closing all license agreements and other temporary occupancy agreements then in effect with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargainsProperties (collectively, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan AssetsTemporary Occupancy Agreements”). The DepositorAt Closing, concurrently with Sellers shall also assign and convey to Buyer all personal property located upon the execution Properties and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in owned by Sellers and to the Trust Estate. The Trustee acknowledges such saleextent assignable all warranties, accepts the trusts hereunder in accordance guaranties, indemnities and intangible rights associated with the provisions hereof and agrees to perform the duties herein in accordance with the provisions each of the Operative DocumentsProperties, if any, including the name used to identify each Property, such assignment to be made by appropriate instruments.

Conveyance. The Seller with respect to the Seller Home Equity Loans and Loans, the Conduit Seller with respect to the Conduit Home Equity Loans, and the Conduit Seller II with respect to the Conduit II Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date Date, and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon thereon, including all Prepayment Charges, and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrustee on behalf of the Trust, without recourse (except as otherwise provided herein) and for the exclusive benefit of the Owners of the Certificates, all of its rightrights, title and interest interests of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the following: (a) all principal collected and interest due on the Home Equity Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans listed in Schedule I to this Agreement, which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee concurrently herewith, together with the related Home Equity Loan documents Other Assets, including, without limitation, the related Servicing Files and other Records and the Depositor’s 's interest in any PropertyMortgaged Property securing a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure, all contract rights and general intangibles in respect of the foregoing, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) proceeds the rights and interests (but not the obligations) of Depositor in, to and under the Sale and Warranties Agreement and each of the Sale Agreements and each of the Assignment Agreements, (c) such amounts as may be held from time to time by the Securities Administrator in the Certificate Account, the Basis Risk Reserve Fund or any other accounts for the benefit of the Owners of the Certificates, together with all cash, securities, investments or other assets (including Eligible Investments) credited thereto including any investment earnings thereon, and such cash, securities, investments or other assets as may be held in any other Account, including the Collection Account and the Master Servicing Account; and (d) any and all Proceeds of all the foregoing (including, but not by way of limitation, any amounts relating to the Mortgage Loans received from the Sellers through the enforcement of the relevant provisions of the applicable Sale Agreement, all proceeds of any mortgage insurance, flood hazard insurance, hazard flood insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). All of the items in clauses (a)-(d) above are collectively referred to pay the Certificates herein as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate”. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions end that the interests of the Operative Documents.Owners may be adequately and effectively protected. As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-I Interest will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the “Uncertificated REMIC I Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the 396th Distribution Date. None of the REMIC I Regular Interests will be certificated. LT-A1A Variable(1) $41,204,500.00 A1A LT-A1B Variable(1) 7,895,000.00 A1B LT-A2 Variable(1) 8,664,500.00 A2 LT-M1 Variable(1) 3,851,000.00 M1 LT-M2 Variable(1) 1,123,000.00 ▇▇ ▇▇-▇▇ Variable(1) 321,000.00 ▇▇ ▇▇-▇▇ Variable(1) 321,000.00 ▇▇ ▇▇-▇▇ Variable(1) 321,000.00 B3 LT-ZZ(4) Variable(1) (2) N/A R-I (3) (3) N/A _____________

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrustee on behalf of the Trust, without recourse (except as otherwise provided herein) and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its rightrights, title and interest interests of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the following: (a) all principal collected and interest due on the Home Equity Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans listed in SCHEDULE I to this Agreement, which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee concurrently herewith, together with the related Home Equity Loan documents Other Assets, including, without limitation, the related Servicing Files and other Records and the Depositor’s 's interest in any PropertyMortgaged Property securing a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure, all contract rights and general intangibles in respect of the foregoing, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) proceeds the rights and interests (but not the obligations) of Depositor in, to and under each of the Sale Agreements, the Assignment Agreements and the Custodial Agreements; (c) such amounts as may be held from time to time by the Trustee in the Certificate Account, the Basis Risk Reserve Fund, the Certificate Insurance Account or any other accounts for the benefit of the Owners of the Certificates, together with all cash, securities, investments or other assets (including Eligible Investments) credited thereto including any investment earnings thereon, and such cash, securities, investments or other assets as may be held in any other Account, including the Collection Account; and (d) any and all Proceeds of all the foregoing (including, but not by way of limitation, any amounts relating to the Mortgage Loans received from the Sellers through the enforcement of the relevant provisions of the applicable Sale Agreement, all proceeds of any mortgage insurance, flood hazard insurance, hazard flood insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The DepositorIn addition, concurrently with the execution and delivery hereof, Depositor hereby bargains, sells, conveys, assigns and transfers causes the Certificate Insurer to deliver to the Trustee the Certificate Insurance Policy for the benefit of the Owners Class A Certificates (all of the Certificatesitems in clauses (a)-(d) above, without recoursetogether with the Certificate Insurance Policy, all subject to any exclusions or exceptions specified therein, are collectively referred to herein as the right, title and interest of the Depositor in and to the Trust Estate"TRUST ESTATE"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions end that the interests of the Operative Documents.Owners may be adequately and effectively protected. REMIC I ------- As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Interest will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrust, without recourse and for the exclusive benefit of the Owners Certificateholders of the Certificates, all of its right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and the Mortgage Loans (other than any interest due thereon and principal received on or prior to the Home Equity Loans on and after related CutOff Date) listed in the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be Mortgage Loan Schedule delivered to the Custodian on behalf of Trustee herewith and from time to time during the Trustee herewithPre-Funding Period (and all substitutions therefor as provided by Sections 3.03 and 3.06), together with the related Home Equity Mortgage Loan documents and the Depositor’s 's interest in any PropertyProperty which secured a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts, if any, as may be held by the Trustee in each of the Certificate Account, the Pre-Funding Account and the Capitalized Interest Account, and such amounts as may be held in the name of the Trustee in the Collection Account, if any, in each case exclusive of investment earnings thereon (bexcept as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); (c) the rights of the Depositor under the Sale and Purchase Agreement (other than any rights of the Depositor under Section 4.04 thereof); and (d) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Fund"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions terms of the Operative Documentsthis Agreement.

Conveyance. The Seller In exchange for Assignee’s full and final payment to Assignor of the Consideration (as defined in part (b) of this Section), and all of Assignee’s other agreements hereunder, Assignor hereby agrees to sell, assign, delegate, transfer and set over to Assignee, without recourse (except pursuant to the terms of this Assignment, any Specification (as defined below) or any other agreement, document or instrument contemplated hereby or executed and delivered in connection herewith (collectively, the “Assignment Documents”)), all of Assignor’s rights, remedies, benefits, obligations, liabilities, title and interests, and Assignee agrees fully to accept and assume same, in, under and to: (i) those certain lease schedules executed pursuant to Leases (such lease schedules, incorporating by reference the terms and conditions of the Leases, solely to the extent related to said lease schedules, being individually referred to as the “Lease Schedule” and collectively as the “Lease Schedules”) each more specifically described on an Assignment and Specification of Assigned Lease Schedule (in substantially the form attached hereto as Exhibit No. 1) which shall be executed from time to time by Assignor and Assignee pursuant to the terms hereof (collectively, the “Specifications”, and individually, a “Specification”), including the right to receive any and all sums payable pursuant to, or recoverable in connection with, such Lease Schedules, including, but not limited to, all rental payments and other payments payable pursuant to the Lease Schedules on or after the date of execution of the Specification with respect thereto, all monies due or to become due in connection with the exercise by Lessee of any option to purchase, return or extend the lease with respect to the Seller Home Equity Loans Equipment (as such term is hereinafter defined), all monies, including insurance proceeds, payable upon the theft, loss, damage, destruction or condemnation of the Equipment, and all monies payable or recoverable following a default by Lessee; (ii) the equipment described in and leased under each such Lease Schedule listed on Schedule A to the Specification (the “Equipment”), including, but not limited to, the residual value of the Equipment at the expiration, cancellation or termination of the related Lease Schedule; (iii) those certain guaranties (if any) solely as they relate to said Lease Schedules (such guaranties being individually referred to as the “Guaranty” and collectively as the “Guaranties”) and the Conduit Seller additional documents more specifically described on the Specifications (and together with the Lease Schedules being collectively referred to as the “Lease Documents”); (iv) those certain agreements with the Vendors (if any), including (without limitation) all manufacturers’ and/or vendors’ warranties with respect to the Conduit Home Equity Loans each hereby bargainsEquipment, sells, conveys, assigns and transfers solely as such agreements relate to the Depositor, in trust, without recourse Equipment (such agreements being collectively referred to as the “Vendor Agreements”; and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating Lease Documents being collectively referred to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan AssetsTransaction Documents”). The Depositor, concurrently with ) more specifically described on the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.Specifications; and

Conveyance. The (a) Each Seller with respect and the Purchaser agree and acknowledge that the Purchaser may, from time to time, acquire Loans and all other related security and all proceeds of the ‑ 3 ‑ foregoing from a Seller and such Seller agrees to Convey such Loans and all other related security and all proceeds of the foregoing to the Seller Home Equity Loans Purchaser on each Purchase Date. On the terms and subject to the conditions set forth in this Agreement and the Conduit Indenture, the applicable Seller with respect shall Convey to the Conduit Home Equity Loans each hereby bargainsPurchaser without recourse, sellsand the Purchaser shall accept such Conveyance, conveys, assigns and transfers to on the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificatesapplicable Purchase Date, all of its such Seller's right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to (a) each Loan then reported by such Seller in the Assignment and Assumption Agreements together with all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any other related security and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of foregoing but excluding the foregoing, and Excluded Amounts (if any) for such Loan. (b) proceeds of all On and after each Purchase Date hereunder, the foregoing (including, but not Purchaser shall own the Transferred Assets Conveyed by way of limitation, all proceeds the Sellers to the Purchaser on such Purchase Date free and clear of any mortgage insurancelien in favor of any person or entity, flood insuranceand neither of the Sellers shall claim any ownership interest in such Transferred Assets. (c) It is the express intent of each Seller and the Purchaser that the Conveyance of Transferred Assets by each Seller to the Purchaser pursuant to this Agreement be construed as an absolute sale, hazard insurance participation and/or contribution of such Transferred Assets by such Seller to the Purchaser providing the Purchaser with the full risks and title insurance policy benefits of ownership of the Transferred Assets. Further, it is not the intention of the Sellers or the Purchaser that any Conveyance be deemed a grant of a security interest in the Transferred Assets by the Sellers to the Purchaser to secure a debt or other obligation of either Seller. (d) Each Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a first priority perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. Each Seller represents and warrants that the Transferred Assets being transferred by such Seller are being transferred with the intention of removing them from such Seller's estate pursuant to Section 541 of the Bankruptcy Code. The Purchaser assumes all risk relating to nonpayment or failure by the Home Equity Loansobligors to make any distributions owed by them under the Transferred Assets. Except with respect to the representations, cash proceedswarranties and covenants expressly stated in this Agreement, accountseach Seller assigns each Transferred Asset "as is," and makes no covenants, accounts receivablerepresentations or warranties regarding the Transferred Assets. (e) In connection with the purchase, notesacquisition, draftsacceptance or contribution, acceptancesas applicable, chattel paperby the Purchaser of each Transferred Asset as contemplated by this Agreement, checkseach Seller agrees that it shall, deposit accountsat its own expense, rights indicate clearly and unambiguously in its computer files on or prior to payment of any and every kindthe Purchase Date, and other forms of obligations and receivables which at any time constitute all or part of or are included in its financial statements, that such Transferred Asset has been acquired by the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder Purchaser in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documentsthis Agreement.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and all interest due on the Home Equity Loans after the Cut-Off Date, and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon thereon, including all Prepayment Charges, and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller with respect (a) As of the Cut-off Date, the Depositor hereby sells, transfers, assigns, sets over and conveys, without recourse, to the Seller Home Equity Issuer for the benefit of the Owners, the Certificateholders and the Note Insurer, subject to the terms of this Agreement, all of the Depositor's right, title and interest in and to the Trust Estate, including the Mortgage Loans and the Conduit Seller with respect to Pooled Certificates and all principal and interest due on each such Mortgage Loan and Pooled Certificate after the Conduit Home Equity Loans each hereby bargainsrespective Cut-off Date; provided, sellshowever, conveys, assigns that the Depositor reserves and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, retains all of its right, title and interest in and to (a) all principal collected and interest due on each such Mortgage Loan and Pooled Certificate and all prepayments collected on each Mortgage Loan on or prior to the Home Equity Loans on and after the respective Cut-Off Date off Date. In connection with such purchase, sale, transfer and assignment (i) pursuant to Section 2.1 of the Collateral Sale Agreement, the Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Collateral Sale Agreement, including without limitation, the delivery requirements, representations, warranties and the cure, repurchase or substitution obligations of the Seller under the Collateral Sale Agreement (including, all rights of the Depositor in and to the agreements listed in Exhibit E thereto) and the rights to enforce the representations and warrantees of sellers of the Mortgage Loans to the Seller, to the extent assignable and (ii) the Depositor hereby sells, transfers, assigns, sets over and conveys to the Issuer all of the Depositor's rights, title and interest in its rights and benefits, but subject to the obligations and burdens, under the Swap Agreements. It is the express intent of the parties hereto that the conveyance of the Trust Estate to the Issuer by the Depositor as provided in this Section 2.1 be, and be construed as, an absolute sale of the Trust Estate. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Estate by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Trust Estate is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Estate, then (w) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC as in effect in the State of New York; (x) the transfer of the assets provided for herein shall be deemed to be a grant by the Depositor to the Issuer of a security interest in all of the Depositor's right, title and interest in and to the Trust Estate and all other benefits accruing from amounts payable on the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together Trust Estate in accordance with the related Home Equity Loan documents and the Depositor’s interest in any Property, terms thereof and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoingforegoing into cash, instruments, securities or other property; (y) the possession by the Issuer, the Indenture Trustee or their respective agents of the Mortgage Notes, Pooled Certificates and Swap Agreements and such other items of property as constitute 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 as in effect in the State of New York and the UCC of any other applicable jurisdiction; and (z) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Issuer or the Indenture Trustee, as applicable, for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer to the Indenture Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Depositor and the Indenture Trustee at the direction and expense of the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Indenture Trustee shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdiction. (b) proceeds Pursuant to Section 2.1(c) of all the foregoing Collateral Sale Agreement, the Seller has agreed to take the actions specified in Part I of Exhibit D attached hereto. (including, but not by way c) The actions required pursuant to Part I of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kindExhibit D hereto are not, and other forms of obligations and receivables which at any time constitute all or part of or are included in shall not be construed to be, conditions subsequent; the proceeds of any parties hereto declaring that the sale of the foregoing) Mortgage Loans and Pooled Certificates to pay be made hereunder on the Certificates as specified herein (the “Home Equity Loan Assets”). The DepositorClosing Date shall be a completed, concurrently with the execution absolute and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such final sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the interest on and/or principal of the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit Seller with respect to performance of the Conduit Home Equity Loans each covenants contained in this Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all principal collected and interest due on the Home Equity Loans on and after Class A-2 Fixed Certificates issued by the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related ContiMortgage Home Equity Loan documents Trust 1997-5 (the "Home Equity Trust") pursuant to a Pooling and Servicing Agreement dated December 1, 1997 among ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage Corporation, as Seller and Servicer, ContiWest Corporation, as Seller and Manufacturers and Traders Trust Company, as Trustee (the Depositor’s interest in any Property, "Pooling and all payments thereon and proceeds of Servicing Agreement"); (b) the conversion, voluntary or involuntary, of Insurance Agreement; (c) the foregoing, Certificate Insurance Policy; (d) the Swap Agreement and (be) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(e) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Grantor Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect (a) On the terms and subject to the Seller Home Equity Loans conditions set forth in this Agreement, the Transferor hereby Conveys to the Transferee on the Closing Date, and the Conduit Seller Transferee hereby acquires as a capital contribution in an amount determined in accordance with respect to Section 4.1(j) from the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to Transferor on the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesClosing Date, all of its the Transferor's right, title and interest in and to each Underlying Asset listed on Schedule A to this Agreement (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf "Schedule of the Trustee herewithUnderlying Assets"), together with the related Home Equity Loan documents and the Depositor’s interest in any Property, all other Related Security and all payments thereon and proceeds of the conversionforegoing for such Transferred Asset. For each Underlying Asset, voluntary or involuntary, the amount set forth in the column entitled "Transfer Price" on the Schedule of Underlying Assets shall be its "purchase price" for purposes of the foregoing, and Indenture. (b) proceeds It is the express intent of all the foregoing (including, but not Transferor and the Transferee that the Conveyance of Transferred Assets by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating the Transferor to the Home Equity LoansTransferee pursuant to this Agreement be construed as an absolute contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Conveyance Date. Further, cash proceedsit is not the intention of the Transferor and the Transferee that any contribution be deemed a grant of a security interest in the Transferred Assets by the Transferor to the Transferee to secure a debt or other obligation of the Transferor. However, accountsin the event that, accounts receivablenotwithstanding the intent of the parties expressed herein, notesthe Conveyance hereunder shall be characterized as loans and not as contributions, drafts, acceptances, chattel paper, checks, deposit accounts, rights then (i) this Agreement also shall be deemed to payment of any and every kindbe, and other forms of obligations and receivables which at any time constitute all or part of or are included in hereby is, a security agreement within the proceeds of any meaning of the foregoingUCC and other Applicable Law and (ii) the Conveyance by the Transferor provided for in this Agreement shall be deemed to pay be, and the Certificates as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, Transferor hereby bargains, sells, conveys, assigns and transfers grants to the Trustee Transferee, a security interest in (and such security interest is hereby assigned by the Transferee to the Collateral Trustee, for the benefit of the Owners Secured Parties), to and under all of the Certificates, without recourse, all the Transferor's right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the Depositor foregoing. If the Conveyance hereunder shall be characterized as loans and not as contributions, the Transferee and its assignees shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Transferee and its assignees and under the other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. (c) The Transferor and the Transferee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Transferee under Applicable Law and will be maintained as such throughout the term of this Agreement. The Transferor represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code; provided that, with respect to any Participated Loan, the Transferee shall not be the record owner of legal title of the related Underlying Asset until the Elevation Date of such Participated Loan, and the Conveyance of a Participated Loan as contemplated by this Agreement constitutes a conveyance, transfer and assignment of such Participated Loan, including all beneficial and economic interests in the underlying loan from the Transferor to the Transferee, leaving the Transferor with only "bare legal title" to such underlying loan and the proceeds and any related collateral, such that the Participated Loan (including such beneficial interest in the underlying loan and the proceeds and any related collateral) shall not be part of the Transferor's estate, as determined pursuant to Section 541 of the Bankruptcy Code, in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy Law. The Transferee assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to any breach of its representations, warranties and covenants expressly stated in this Agreement, the Transferor assigns each Transferred Asset "as is," and makes no covenants, representations or warranties regarding the Transferred Assets. (d) In connection with the Conveyance, the Transferor agrees to file on or prior to the date of the Conveyance, at its own expense, a precautionary financing statement or statements with respect to the Transferred Assets Conveyed by the Transferor hereunder meeting the requirements of Applicable Law in the appropriate jurisdiction to perfect and protect the interests of the Transferee created hereby under the UCC against all creditors of, and purchasers from, the Transferor, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Trust EstateTransferee as soon as reasonably practicable after its receipt thereof. (e) The Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as the Transferee may reasonably request, in order to perfect or protect the interest of the Transferee in the Transferred Assets contributed hereunder or to enable the Transferee to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Transferor will, in order to accurately reflect the Conveyance contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) or other documents or instruments as may be reasonably requested by the Transferee and ▇▇▇▇ its master computer records (or related sub-ledger) noting the contribution by the Transferee of the Transferred Assets and the lien of the Collateral Trustee pursuant to the Indenture. The Trustee acknowledges Transferor hereby authorizes the Transferee to file and, to the fullest extent permitted by Applicable Law the Transferee shall be permitted to file initial financing statements, continuation statements and amendments thereto and assignments thereof without the Transferor's further action; provided that the description of collateral contained in such salefinancing statements shall be limited to only Transferred Assets. Carbon, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (f) Each of the Operative Transferor and the Transferee agrees that prior to the time of Conveyance of any Transferred Asset hereunder, the Transferee has no rights to or claim of benefit from any Transferred Asset (or any interest therein) owned by the Transferor. (g) The Transferred Assets acquired, transferred to and assumed by the Transferee from the Transferor shall include the Transferor's entitlement to any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets. (h) Except as otherwise permitted under this Agreement or the other Transaction Documents, the Transferor shall have no right hereunder to reacquire any of the Transferred Assets, and the Transferee shall be entitled to dispose of any Transferred Assets in its discretion (subject to the Indenture) and shall have no duty or obligation to account to the Transferor in respect thereof nor any recourse to the Transferor in connection with any such disposition. (i) Each of the Transferor and the Transferee acknowledges, agrees, represents and warrants that (1) there are no other agreements related to the contribution of the Transferred Assets other than this Agreement, the Indenture and any related assignment agreements, (2) this Agreement (along with any related assignment agreements) and the Indenture represent the entire agreement between the parties with respect to the transactions subject of and contemplated by this Agreement, (3) this Agreement is not an attempt to hide the true agreement between the parties, and (4) the parties to this Agreement do not and will not depart from its terms with respect to the matters subject hereof.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its right, title and interest in and to (a) At the Closing, the parties will execute and deliver all principal collected deeds and interest due on other documents necessary to consummate the Home Equity Loans on transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and after the Cut-Off Date Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all other benefits accruing from contracts affecting the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithProperty, together with the related Home Equity Loan documents any security or other deposits pertaining thereto. (iii) Blanket assignment and the Depositor’s interest in transfer of any Property, and all payments thereon assignable warranties and proceeds of the conversionguarantees from any contractors, voluntary subcontractors, suppliers, manufacturers or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy distributors relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment Property. (iv) The original of any and every kindall assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and other forms rights of obligations parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and receivables which at any time constitute all or part contracts related to the Property. (xi) A certificate dated as of or the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are included true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the proceeds Agreement. (xii) Such other documentation as may be reasonably required of any Seller to effect the consummation of the foregoingtransactions contemplated hereby. (c) At Closing, Purchaser shall deliver to pay Seller the Certificates as specified herein following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The Down Payment, Note and Deed of Trust. (ii) A copy of a good standing certificate regarding Oasis certified by the “Home Equity Loan Assets”). The DepositorSecretary of State of California, concurrently with dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery hereofof all documents required to effectuate such, hereby bargainsand designating the person authorized to execute and deliver such documents on behalf of Purchaser, sellstogether with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, conveysPurchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, assigns and transfers to Escrow Agent will apply the Trustee for ▇▇▇▇▇▇▇ Money toward the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative DocumentsPurchase Price.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Initial Home Equity Loans (other than any principal and interest payments due thereon on or prior to March 1, 1998 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian Trustee herewith and the Subsequent Home Equity Loans (other than any principal and interest payments due thereon on behalf of or prior to the related Subsequent Cut-Off Date whether or not received) listed in Schedule I to any Subsequent Transfer Agreement, which the Seller will cause to be delivered to the Depositor and the Depositor will cause to be delivered to the Trustee herewith(and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, the Upper-Tier Distribution Account, the Pre-Funding Account and the Capitalized Interest Account together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to any and all benefits accruing from (a) all principal collected and interest due on the Home Equity Loans on (other than any principal payments received and after the Cutinterest payments due prior to February 1, 1999) listed in Schedules I-Off Date A and any and all other benefits accruing from the Home Equity Loans I-B to this Agreement which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer), and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a) through (c) above shall be collectively referred to herein as the “Home Equity Loan Assets”"Trust Estate"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of Certificateholders and the CertificatesCertificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver two Certificate Insurance Policies to the Trustee for the benefit of the Owners of the Class A Certificates. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its the Seller's right, title and interest in and to any and all benefits accruing to the Seller from (a) all principal collected and interest due on the Home Equity Loans (other than any principal and interest payments due thereon on or prior to September 1, 1998 whether or not received) listed in Schedule I to this Agreement which the Seller is causing to be delivered to the Depositor and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions for such Home Equity Loans as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Loan documents and the Depositor’s Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account and the Upper-Tier Distribution Account, together with investment earnings on such amounts and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer) and (bc) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(c) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative DocumentsOwners may be adequately and effectively protected.

Conveyance. The Seller with respect to the Seller Home Equity Loans Loans, and the Conduit Seller with respect to the Conduit Home Equity Loans Loans, each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the CertificatesCertificates and the Certificate Insurer, all of its right, title and interest in and to (a) all principal collected and interest due on the Home Equity Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together with the related Home Equity Loan documents and the Depositor’s 's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, ; and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “"Home Equity Loan Assets”"). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveystransfers, assigns assigns, sets over and transfers otherwise conveys to the Trustee for the benefit of the Owners of Certificateholders and the CertificatesCertificate Insurer, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver a Certificate Insurance Policy to the Trustee for the benefit of the Owners of the Class A Certificates. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and the Trustee agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

Conveyance. The Seller To provide for the distribution of the principal of and/or interest on the Class A Certificates, the Class X Certificates and the Class R Certificates in accordance with their terms, all of the sums distributable under this Agreement with respect to the Seller Home Equity Loans Certificates and the Conduit performance of the covenants contained in this Agreement, the Seller with respect to the Conduit Home Equity Loans each hereby bargains, sells, conveys, assigns and transfers to the DepositorDepositor and the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, all of its respective right, title and interest in and to any and all benefits accruing to it from (a) all the Mortgage Loans (other than any principal collected and interest due on the Home Equity Loans on and after payments received thereon prior to the Cut-Off Date Date) listed in Schedules I-A and any I-B to this Agreement which the Seller is causing to be delivered to the Depositor and all other benefits accruing from the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewithherewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Home Equity Mortgage Loan documents and the Seller's and Depositor’s 's interest in any PropertyMortgaged Property which secures a Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Distribution Account together with investment earnings on such amounts and such amounts as may be held by the Master Servicer in the name of the Trustee in the Collection Account, if any, exclusive of investment earnings thereon (except as otherwise provided herein), whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Master Servicer); (c) the Certificate Insurance Policies and (bd) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above shall be collectively referred to herein as the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the "Trust Estate"). The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions best of its ability to the end that the interests of the Operative Documents.Owners may be adequately and effectively protected. 2