Common use of Retention of Obligation to Fund Advances Under Credit Line Agreements Clause in Contracts

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s delivery to or upon the order of the Depositor on the Closing Date of the net proceeds from the sale of the Bonds and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor in accordance with the terms of this Agreement, the Depositor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 and 2.07), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s rights under the Purchase Agreement (including all representations and warranties of the Seller contained therein); (iv) the Depositor’s rights under the hazard insurance policies; (v) the Policy; (vi) the Collection Account; and (vii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Bondholders, the Residual Certificateholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Bondholders. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the Bondholders, the Residual Certificateholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemed.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Notes and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Initial Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Initial Cut-Off Date (excluding Interest Collection due on or prior to the Initial Cut-Off Date); (ii) each Subsequent Mortgage Loan (including any Additional Balances related thereto) and all collections in respect thereof received after the related Subsequent Cut-Off Date (excluding Interest Collections due on or prior to such related Subsequent Cut-Off Date); (iii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iiiiv) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Company contained therein); (ivv) the Depositor’s Sponsor's rights under the hazard insurance policies; (vvi) the Reserve Fund; (vii) the Policy; (viviii) the Collection Pre-Funding Account; and (viiix) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Bondholders, the Residual Certificateholders Securityholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersNoteholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the Bondholders, the Residual Certificateholders Securityholders and the Insurer. To the extent that the fair market value of any Additional Balance or Subsequent Mortgage Loan sold by the Sponsor to the Issuer is greater than the cash consideration paid by the Issuer for such Additional BalanceBalance or Subsequent Mortgage Loan, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemedSponsor.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Notes and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Company contained therein); (iv) the Depositor’s Sponsor's rights under the hazard insurance policies; (v) the PolicyReserve Fund; (vi) the Collection AccountPolicies; and (vii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Bondholders, the Residual Certificateholders Securityholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy Policies to the Indenture Trustee for the benefit of the BondholdersNoteholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the Bondholders, the Residual Certificateholders Securityholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemed.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Securities and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Servicer contained therein); (iv) the Depositor’s Sponsor's rights under the hazard insurance policies; (v) the PolicyReserve Fund; (vi) the Collection AccountPolicy; (vii) the Demand Note; and (viiviii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of BondholdersSecurityholders and the Residual Certificateholders, the Residual Certificateholders Insurer and the InsurerXxxxxxx Mac; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersSecurityholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the BondholdersSecurityholders, the Residual Certificateholders Certificateholders, the Insurer and the InsurerXxxxxxx Mac. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemedSponsor.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s delivery to or upon the order of the Depositor on the Closing Date of the net proceeds from the sale of the Bonds and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor in accordance with the terms of this Agreement, the The Depositor, concurrently with the execution and delivery of this Agreement, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Issuer, Trust without recourse (subject to Sections 2.03, 2.05 2.02 and 2.07), 2.04) all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Asset Balance (including any all Additional Balances related theretoBalances) and all collections in respect thereof received on or after the Cut-Off off Date (excluding Interest Collection payments in respect of accrued interest due on or prior to the Cut-Off Dateoff Date or due in the month of ____________); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s 's rights under the Purchase Agreement (including all representations and warranties of the Seller contained therein)Agreement; (iv) [the Depositor’s 's rights under the hazard insurance policies; ,] (v) the PolicyCollection Account and the [Security Account for the Certificates] (excluding net earnings thereon); (vi) the Collection Account; and Policy, (vii) any proceeds of the foregoing Spread Account and any other Trust Property and (viii) all other assets included or to be included in the Trust for the benefit of Bondholders, the Residual Certificateholders and the InsurerCertificateholders; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Asset Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Propertyproperty. On In addition, on or prior to the Closing Date, the Depositor shall cause the Insurer Credit Enhancer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersInvestor Certificateholders. It is The foregoing transfer, assignment, set-over and conveyance to the intention Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Depositor agrees to take or cause to be taken such actions and execute such documents (including without limitation the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of __________ (which shall have been filed within 90 days of the Closing Date) describing the Cut-off Date Asset Balances and Additional Balances and naming the Depositor as debtor and the Trustee as secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the Depositor that or the transfer filing of any additional UCC-1 financing statements due to the change in the principal office of the Depositor (within 90 days of any event necessitating such filing) as are necessary to perfect and assignment contemplated protect the Certificateholders' and Credit Enhancer's interests in each Cut-off Date Asset Balance and Additional Balances and the proceeds thereof (other than maintaining possession by this Agreement shall constitute a sale the Trustee of the Mortgage Loans and other Trust Property from the Depositor Mortgage Files, which possession will, subject to the Issuer terms hereof, be maintained by the Master Servicer as custodian and that bailee of the Trustee). In connection with such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer Master Servicer acknowledges that it is holding as custodian and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 bailee for the benefit of Trustee the Bondholders, following documents or instruments (the Residual Certificateholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed "Related Documents") with respect to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemed.each Mortgage Loan:

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Securities and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Company contained therein); (iv) the Depositor’s Sponsor's rights under the hazard insurance policies; (v) the PolicyReserve Fund; (vi) the Collection AccountPolicy; (vii) the Demand Note; and (viiviii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of BondholdersSecurityholders and the Residual Certificateholders, the Residual Certificateholders Insurer and the InsurerXxxxxxx Mac; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersSecurityholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the BondholdersSecurityholders, the Residual Certificateholders Certificateholders, the Insurer and the InsurerXxxxxxx Mac. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemedSponsor.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Notes and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Servicer contained therein); (iv) the Depositor’s Sponsor's rights under the hazard insurance policies; (v) the PolicyReserve Fund; (vi) the Collection AccountPolicy; (vii) the Demand Note; and (viiviii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of BondholdersNoteholders, the Residual Certificateholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersNoteholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the BondholdersNoteholders, the Residual Certificateholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the DepositorSponsor. To the extent that the Depositor Sponsor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor Sponsor shall be deemed to have been redeemed.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Sponsor on the Closing Date of the net proceeds from the sale of the Bonds Notes, the Class S Certificate and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor Sponsor in accordance with the terms of this Agreement, the DepositorSponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 2.03 and 2.072.05), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s Sponsor's rights under the Purchase Agreement (including all representations and warranties of the Seller Servicer contained therein); (iv) the Depositor’s Sponsor's rights under the hazard insurance policies; (v) the PolicyReserve Fund; (vi) the Collection AccountPolicy; (vii) the Demand Note; and (viiviii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of BondholdersNoteholders, the Class S Certificateholders and the Residual Certificateholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the BondholdersNoteholders. It is the intention of the Depositor Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s Sponsor's estate in the event of the filing of a bankruptcy petition by or against the Depositor Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the BondholdersNoteholders, the Residual Certificateholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemedSponsor.

Retention of Obligation to Fund Advances Under Credit Line Agreements. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor on the Closing Date of the net proceeds from the sale of the Bonds and the Residual Certificates and the other amounts to be distributed from time to time to the Depositor in accordance with the terms of this Agreement, the Depositor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 and 2.07), all of its right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collection due on or prior to the Cut-Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor’s 's rights under the Purchase Agreement (including all representations and warranties of the Seller contained therein); (iv) the Depositor’s 's rights under the hazard insurance policies; (v) the Policy; (vi) the Collection Account; and (vii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Bondholders, the Residual Certificateholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the HELOC Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Depositor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Bondholders. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Depositor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Depositor’s 's estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the Bondholders, the Residual Certificateholders and the Insurer. To the extent that the fair market value of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such fair market value and the amount of such cash consideration shall be deemed to be a capital contribution made to the Issuer by the Depositor. To the extent that the Depositor receives cash consideration for the entire fair market value of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Depositor shall be deemed to have been redeemed.