Common use of Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust Clause in Contracts

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Certificate Insurer] without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _" and does hereby appoint ____________________ as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Additional Certificateholder as their respective interests may, from time to time appear and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders and the Additional Certificateholder to receive payments with respect to the Mortgage Loans in respect of the Certificates and the Additional Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account or the Reserve Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (ca) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York________________, an express trust to be known, for convenience, as "___________________ HOME EQUITY TRUST 200_ - Trust _____" and does hereby appoint ____________________ as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _Xxxxx Home Equity Trust 1999-1" and does hereby appoint ____________________ Norwest Bank Minnesota, National Association as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Additional Certificateholder as their respective interests may, from time to time appear and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders and the Additional Certificateholder to receive payments with respect to the Mortgage Loans in respect of the Certificates and the Additional Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account or the Reserve Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _Xxxxx Home Equity Corporation Trust 1997-1" and does hereby appoint ____________________ The Chase Manhattan Bank as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Additional Certificateholder as their respective interests may, from time to time appear and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders and the Additional Certificateholder to receive payments with respect to the Mortgage Loans in respect of the Certificates and the Additional Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account or the Reserve Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _Xxxxx Home Equity Corporation Trust 1996-1" and does hereby appoint ____________________ The Chase Manhattan Bank as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders, the Additional Certificateholders [and the Holder of the Exchangeable Certificate, as their respective interests may, from time to time appear and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, Agreement including, without limitation, its right to exercise the remedies created by Section Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders, the Additional Certificateholders and the Holder of the Exchangeable Certificate to receive payments with respect to the Mortgage Loans in respect of the Certificates, the Additional Certificates and the Exchangeable Certificate, and all ownership interests of the Certificateholders, the Additional Certificateholders and the Holder of the Exchangeable Certificate in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive be reimbursed for Insured Payments together with interest thereon at the Reimbursement Amountrate specified herein or in the Certificate Insurance Agreement. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account or the Reserve Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _Prudential Securities Secured Financing Corporation Trust 1995-2" and does hereby appoint ____________________ The Chase Manhattan Bank, N.A. as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Certificate Insurer] without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's ’s rights to receive the Reimbursement Amount. (c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_“______ HOME EQUITY TRUST 20020__ - _" ” and does hereby appoint ____________________ as Trustee in accordance with the provisions of this Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders [and the Additional Certificateholder as their respective interests may, from time to time appear and the Certificate Insurer] Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Transferor Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.5 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Section Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Transferor Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. (b) The rights of the Certificateholders and the Additional Certificateholder to receive payments with respect to the Mortgage Loans in respect of the Certificates and the Additional Certificates and all ownership interests of the Certificateholders, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to receive the Reimbursement Amount. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account or the Reserve Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (ca) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "_______ HOME EQUITY TRUST 200_ - _Xxxxx Home Equity Corporation Trust 1997-2" and does hereby appoint ____________________ The Chase Manhattan Bank as Trustee in accordance with the provisions of this Agreement.