Common use of Sale of Home Equity Loans Clause in Contracts

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments (1) with respect to each Home Equity Loan:, deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust as agent for the Indenture Trustee for the benefit of the Noteholders and the Credit Enhancer), (2) with respect to each MOM Loan, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Equity Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Equity Loan that is not a MOM Loan and is not registered on the MERS(R)System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note;. (ii) the The original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage;. (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. LaSalle Bank National Association as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller;. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and. (v) a A copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer and the Credit Enhancer of any document or documents constituting a part of a Mortgage Custodial File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage Custodial File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections Subsection 3.1(b)(xxxi) or and Subsection 3.1(c)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. If a material defect in any of the documents in the Mortgage File held by the Master Servicer (or an Affiliate of the Master Servicer) is discovered which may materially and adversely affect the value of the related Home Equity Loan, or the interests of the Noteholders or the Credit Enhancer in such Home Equity Loan, including the Seller's failure to deliver such documents to the Master Servicer (or an Affiliate of the Master Servicer) on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) SystemMERS(R)System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System MERS(R)System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders and the Credit Enhancer by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate legal structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Home Equity Loan Schedule. Such Group I Loan Schedule and Group II The Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. Bank as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Home Equity Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey for all non-tax purposes to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and and, with respect to the Revolving Credit Loans, all Additional Balances created on Balances) and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; (iv) the Additional Loan Account; and (ivv) all proceeds of the foregoing; provided, however, that with respect to the Revolving Credit Loans, the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan BalancesInitial Home Equity Loans, as of the Closing Date; and (2) with respect to the Additional Home Equity Loans, as of the relevant Subsequent Closing Date, subject to the receipt by the Seller of the appropriate funds from the Additional Loan Account; and (3) with respect to each Revolving Credit Loan, the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (or, with respect to the Additional Home Equity Loans, on or prior to the relevant Subsequent Closing Date) with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Group I Home Equity Loans specifying for each Home Equity Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Equity Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule as amended or supplemented on any Subsequent Closing Date, shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date (or, with respect to the Additional Home Equity Loans, on or prior to the relevant Subsequent Closing Date), the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage NoteNote or Credit Line Agreement, including the related Loan Agreementas applicable, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it in blank or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced lost or destroyed and has not been replaced, a Lost Note Affidavit from Affidavit, substantially in the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Noteform attached hereto as Exhibit A; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage, or a certified copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Sellerin blank; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; andassignment certified by the public recording office in which such original intervening assignment has been recorded; (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan; and (vi) the (a) original policy of title insurance or (b) ownership report, if applicable (or a preliminary title report if the original title insurance policy or ownership report has not been received from the title insurance company or if a preliminary title report is the documentation required by Seller). Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of if a material defect in any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 discovered which may materially and adversely affect the value of the Custodial Agreementrelated Home Equity Loan, no notification shall be necessary. As set forth in Section 2.3 or the interests of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and (as pledgee of the Home Equity Loans), the Noteholders, the Certificateholders or the Credit Enhancer a certificate (in such Home Equity Loan, including the "Interim Certification") Seller's failure to the effect that all documents deliver any document required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified Custodian on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan behalf of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph)Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) 3.1 hereof for breaches of representations and warranties as to the Home Equity Loans. With Notwithstanding the foregoing, with respect to any missing Home Equity Loan with respect to which the Mortgage Notes Note has not been (a) delivered and certified to or Loan Agreements referred (b) prepaid in full on or prior to in Subsections 3.1(b)(xxxi) April 29, 2004 (or, with respect to an Additional Home Equity Loan, on or 3.1(c)(xxxivprior to the date which is six months after the related Subsequent Closing Date), the Seller shall have 60 days from the Closing Date be obligated to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan on such date. In addition, with respect to the Revolving Credit Loans listed on Exhibit 1 hereto, if the Mortgage File described above has not been (a) delivered and certified to or substitute (b) prepaid in full on or prior to April 29, 2004 (or, with respect to an Eligible Substitute Loan for Additional Home Equity Loan, on or prior to the date which is six months after the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) aboveSubsequent Closing Date), the Seller shall be obligated to repurchase such Revolving Credit Loan on such date. (a) the short-term senior unsecured debt rating of Morgan Stanley by Standard & Poor'x xx rxxxxxx below "A-1" or (b) the long-term senior unsecured debt obligations of Morgan Stanley & Co. are downgradxx xxxox x xxxing of "A3" by Moody's or "A-" by Standard & Poox'x, xxe Seller, at its own expense expense, shall complete, or cause the Assignments of Mortgage as so completed to be completed, delivered for recording in the name favor of the Indenture Trustee, and shall submit each such Trustee (which may be a blanket assignment for recording if permitted by applicable law) in the appropriate public office for real property or other records each within 60 days of the assignments referred occurrence of such event, except that the Seller need not cause to be recorded any Assignment of Mortgage which relates to a Home Equity Loan in clause any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel acceptable to the Credit Enhancer, delivered by the Seller (at the Seller's expense) to the Credit Enhancer, the recordation of such assignment is not necessary to protect the Indenture Trustee's, the Securityholders' and the Credit Enhancer's interest in the related Home Equity Loan. The preceding sentence notwithstanding, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, notwithstanding the delivery of any Opinion of Counsel, at the expense of the Seller, upon the earliest to occur of: (i) reasonable direction by the Credit Enhancer, (ii) the occurrence of an Event of Servicer Termination, (iii) abovethe occurrence of a servicing transfer as described in the Servicing Agreement and (iv) with respect to any one Assignment of Mortgage for any Home Equity Loan, the institution of foreclosure proceedings. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause clauses (ii) or and (iv) aboveof this Section 2.1(c), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey for all non-tax purposes to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and and, with respect to the Revolving Credit Loans, all Additional Balances created on Balances) and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that with respect to the Revolving Credit Loans, the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan BalancesHome Equity Loans, as of the Closing Date; and (2) with respect to each Revolving Credit Loan, the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Group I Home Equity Loans specifying for each Home Equity Loan Schedule, (i) its account number and the Group II (ii) its Cut-off Date Loan ScheduleBalance. Such Group I Loan Schedule and Group II lists, which form part of the Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage NoteNote or Credit Line Agreement, including the related Loan Agreementas applicable, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it in blank or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced lost or destroyed and has not been replaced, a Lost Note Affidavit from Affidavit, substantially in the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Noteform attached hereto as Exhibit A; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage, or a certified copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Sellerin blank; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; andassignment certified by the public recording office in which such original intervening assignment has been recorded; (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan; and (vi) the (a) original policy of title insurance or (b) ownership report, if applicable (or a preliminary title report if the original title insurance policy or ownership report has not been received from the title insurance company or if a preliminary title report is the documentation required by Seller). Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of if a material defect in any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 discovered which may materially and adversely affect the value of the Custodial Agreementrelated Home Equity Loan, no notification shall be necessary. As set forth in Section 2.3 or the interests of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and (as pledgee of the Home Equity Loans), the Noteholders, the Certificateholders or the Credit Enhancer a certificate (in such Home Equity Loan, including the "Interim Certification") Seller's failure to the effect that all documents deliver any document required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified Custodian on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan behalf of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph)Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) 3.1 hereof for breaches of representations and warranties as to the Home Equity Loans. With Notwithstanding the foregoing, with respect to any missing Home Equity Loan with respect to which the Mortgage Notes Note has not been (a) delivered and certified to or Loan Agreements referred (b) prepaid in full on or prior to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv)July 27, 2005, the Seller shall have 60 days from the Closing Date be obligated to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as on such date. In addition, with respect to the Home Equity Loans. Within 60 days after Revolving Credit Loans listed on Exhibit 1 hereto, if the receipt by the Master Servicer of the recording information necessary Mortgage File described above has not been (a) delivered and certified to complete the recording of each of the assignments referred or (b) prepaid in full on or prior to in clause (iii) aboveJuly 27, 2005, the Seller shall be obligated to repurchase such Revolving Credit Loan on such date. (a) the short-term senior unsecured debt rating of Xxxxxx Xxxxxxx by Standard & Poor's is reduced below "A-1" or (b) the long-term senior unsecured debt obligations of Xxxxxx Xxxxxxx & Co. are downgraded below a rating of "A3" by Xxxxx'x or "A-" by Standard & Poor's, the Seller, at its own expense expense, shall complete, or cause the Assignments of Mortgage as so completed to be completed, delivered for recording in the name favor of the Indenture Trustee, and shall submit each such Trustee (which may be a blanket assignment for recording if permitted by applicable law) in the appropriate public office for real property or other records each within 60 days of the assignments referred occurrence of such event, except that the Seller need not cause to be recorded any Assignment of Mortgage which relates to a Home Equity Loan in clause any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel acceptable to the Credit Enhancer, delivered by the Seller (at the Seller's expense) to the Credit Enhancer, the recordation of such assignment is not necessary to protect the Indenture Trustee's, the Securityholders' and the Credit Enhancer's interest in the related Home Equity Loan. The preceding sentence notwithstanding, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, notwithstanding the delivery of any Opinion of Counsel, at the expense of the Seller, upon the earliest to occur of: (i) reasonable direction by the Credit Enhancer, (ii) the occurrence of an Event of Servicer Termination, (iii) abovethe occurrence of a servicing transfer as described in the Servicing Agreement and (iv) with respect to any one Assignment of Mortgage for any Home Equity Loan, the institution of foreclosure proceedings. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause clauses (ii) or and (iv) aboveof this Section 2.1(c), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey for all non-tax purposes to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and and, with respect to the Revolving Credit Loans, all Additional Balances created on Balances) and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that with respect to the Revolving Credit Loans, the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to each Revolving Credit Loan, the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Group I Home Equity Loans specifying for each Home Equity Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Equity Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage NoteNote or Credit Line Agreement, including the related Loan Agreementas applicable, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it in blank or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced lost or destroyed and has not been replaced, a Lost Note Affidavit from Affidavit, substantially in the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Noteform attached hereto as Exhibit A; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage, or a certified copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Sellerin blank; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; andassignment certified by the public recording office in which such original intervening assignment has been recorded; (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan; and (vi) the (a) original policy of title insurance or (b) ownership report, if applicable (or a preliminary title report if the original title insurance policy or ownership report has not been received from the title insurance company or if a preliminary title report is the documentation required by Seller). Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of if a material defect in any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 discovered which may materially and adversely affect the value of the Custodial Agreementrelated Home Equity Loan, no notification shall be necessary. As set forth in Section 2.3 or the interests of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and (as pledgee of the Home Equity Loans), the Noteholders, the Certificateholders or the Credit Enhancer a certificate (in such Home Equity Loan, including the "Interim Certification") Seller's failure to the effect that all documents deliver any document required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified Custodian on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan behalf of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph)Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) 3.1 hereof for breaches of representations and warranties as to the Home Equity Loans. With Notwithstanding the foregoing, with respect to any missing Home Equity Loan with respect to which the Mortgage Notes Note has not been (a) delivered and certified to or Loan Agreements referred (b) prepaid in full on or prior to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv)November 28, 2003, the Seller shall have 60 days from be obligated to repurchase the Closing Date related Revolving Credit Loan on such date. In addition, with respect to deliver the documents referred to in this Subsection 2.1(c). If such documents have Revolving Credit Loans listed on Exhibit 1 hereto, if the Mortgage File described above has not been (a) delivered within 60 daysand certified to or (b) prepaid in full on or prior to November 28, 2003, the Seller shall be obligated to repurchase such Revolving Credit Loan on such date. (a) the related Home Equity Loan short-term senior unsecured debt rating of Xxxxxx Xxxxxxx by Standard & Poor's is reduced below "A-1" or substitute an Eligible Substitute Loan for (b) the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches long-term senior unsecured debt obligations of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt Xxxxxx Xxxxxxx & Co. are downgraded below a rating of "A3" by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) aboveXxxxx'x or "A-" by Standard & Poor's, the Seller Seller, at its own expense expense, shall complete, or cause the Assignments of Mortgage as so completed to be completed, delivered for recording in the name favor of the Indenture Trustee, and shall submit each such Trustee (which may be a blanket assignment for recording if permitted by applicable law) in the appropriate public office for real property or other records each within 60 days of the assignments referred occurrence of such event, except that the Seller need not cause to be recorded any Assignment of Mortgage which relates to a Home Equity Loan in clause any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel acceptable to the Credit Enhancer, delivered by the Seller (at the Seller's expense) to the Credit Enhancer, the recordation of such assignment is not necessary to protect the Indenture Trustee's, the Securityholders' and the Credit Enhancer's interest in the related Home Equity Loan. The preceding sentence notwithstanding, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, notwithstanding the delivery of any Opinion of Counsel, at the expense of the Seller, upon the earliest to occur of: (i) reasonable direction by the Credit Enhancer, (ii) the occurrence of an Event of Servicer Termination, (iii) abovethe occurrence of a servicing transfer as described in the Servicing Agreement and (iv) with respect to any one Assignment of Mortgage for any Home Equity Loan, the institution of foreclosure proceedings. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause clauses (ii) or and (iv) aboveof this Section 2.1(c), delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Home Equity Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Home Equity Loan Schedule. Such Group I Loan Schedule and Group II Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are is hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments (1) with respect to each Home Equity Loan:, deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust as agent for the Indenture Trustee for the benefit of the Noteholders and the Credit Enhancer), (2) with respect to each MOM Loan, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Equity Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Equity Loan that is not a MOM Loan and is not registered on the MERS(R)System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note;. (ii) the The original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage;. (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. LaSalle Bank National Association as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller;. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and. (v) a A copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer and the Credit Enhancer of any document or documents constituting a part of a Mortgage Custodial File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage Custodial File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Home Equity Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxivSubsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. If a material defect in any of the documents in the Mortgage File held by the Master Servicer (or an Affiliate of the Master Servicer) is discovered which may materially and adversely affect the value of the related Home Equity Loan, or the interests of the Noteholders or the Credit Enhancer in such Home Equity Loan, including the Seller's failure to deliver such documents to the Master Servicer (or an Affiliate of the Master Servicer) on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) SystemMERS(R)System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System MERS(R)System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders and the Credit Enhancer by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate legal structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Home Equity Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Home Equity Loan Schedule. Such Group I Loan Schedule and Group II Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are is hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) SystemMERS(R)System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System MERS(R)System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer and the Credit Enhancer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Home Equity Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxivSubsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) SystemMERS(R)System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System MERS(R)System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders and the Credit Enhancer by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) SystemMERS(R)System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System MERS(R)System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) SystemMERS(R)System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System MERS(R)System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Home Equity Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Home Equity Loan Schedule. Such Group I Loan Schedule and Group II Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are is hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) SystemMERS(R)System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System MERS(R)System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer and the Credit Enhancer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Home Equity Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxivSubsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) SystemMERS(R)System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System MERS(R)System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders and the Credit Enhancer by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off DateBalances; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II II-A Loan Schedule and Group II-B Loan Schedule. Such Group I Loan Schedule, Group II-A Loan Schedule and Group II II-B Loan Schedule shall be marked as Exhibit 1 1, Exhibit 2-A and Exhibit 2-B, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan: (i) the original Mortgage Note, including the related Loan Agreement, Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. Bank as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Revolving Credit Loans identified on the Group I Loan Schedule or Group II Revolving Credit Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi3.1(b)(xxxiii), 3.1 (c)(I)(xxxiv) or 3.1(c)(xxxiv3.1(c)(II)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances created on and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Home Equity Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Group I Loan Schedule, and the Group II Home Equity Loan Schedule. Such Group I Loan Schedule and Group II Home Equity Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are is hereby incorporated into and made a part of this Agreement. (c) In On or before the Closing Date, in connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments (1) with respect to each Home Equity Loan:, deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust as agent for the Indenture Trustee for the benefit of the Noteholders and the Credit Enhancer), (2) with respect to each MOM Loan, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i) and (v) below, (3) with respect to each Home Equity Loan that is not a MOM Loan but is registered on the MERS(R) System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with respect to each Home Equity Loan that is not a MOM Loan and is not registered on the MERS(R) System, deliver to, and deposit with, the respective Custodian, the documents or instruments described in clauses (i), (iii), (iv) and (v) below. (i) the The original Mortgage Note, including the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note;. (ii) the The original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage;. (iii) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Seller;. (iv) originals Originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and. (v) a A copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan. Within the time period for the review of each Mortgage Custodial File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer and the Credit Enhancer of any document or documents constituting a part of a Mortgage Custodial File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage Custodial File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. As set forth in Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Home Equity Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage Custodial File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxivSubsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. If a material defect in any of the documents in the Mortgage File held by the Master Servicer (or an Affiliate of the Master Servicer) is discovered which may materially and adversely affect the value of the related Home Equity Loan, or the interests of the Noteholders or the Credit Enhancer in such Home Equity Loan, including the Seller's failure to deliver such documents to the Master Servicer (or an Affiliate of the Master Servicer) on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1(c) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders and the Credit Enhancer by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey for all non-tax purposes to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Home Equity Loans (including without limitation the Cut-off Date Loan Balances and and, with respect to the Revolving Credit Loans, all Additional Balances created on Balances) and after the Cut-off Date; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the Issuer, and the Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Home Equity Loans; (iv) the Additional Loan Account; and (ivv) all proceeds of the foregoing; provided, however, that with respect to the Revolving Credit Loans, the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan BalancesInitial Home Equity Loans, as of the Closing Date; and (2) with respect to the Additional Home Equity Loans, as of the relevant Subsequent Closing Date, subject to the receipt by the Seller of the appropriate funds from the Additional Loan Account; and (3) with respect to each Revolving Credit Loan, the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (or, with respect to the Additional Home Equity Loans, on or prior to the relevant Subsequent Closing Date) with respect to the Loan Balance of the Home Equity Loans to indicate in its books and records that the Home Equity Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Group I Home Equity Loans specifying for each Home Equity Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Home Equity Loan Schedule, and the Group II Loan Schedule. Such Group I Loan Schedule and Group II Loan Schedule as amended or supplemented on any Subsequent Closing Date, shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date (or, with respect to the Additional Home Equity Loans, on or prior to the relevant Subsequent Closing Date), the following documents or instruments with respect to each Home Equity Loan: (iA) the original Mortgage NoteNote or Credit Line Agreement, including the related Loan Agreementas applicable, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it in blank or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced lost or destroyed and has not been replaced, a Lost Note Affidavit from Affidavit, substantially in the Program Seller or the Seller stating that form attached hereto as Exhibit A; (B) the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) the original Mortgage, noting the presence of the MIN of the Home Equity Loan and language indicating that the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage, or a certified copy of such Mortgage with evidence of recording indicated thereon in the event the recording office keeps the original or if the original is lost, or if the original or a copy of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; (iiiC) unless the Home Equity Loan is registered on the MERS(R) System, assignments Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o the Seller (or to MERS, if the Home Equity Loan is registered on the MERS(R) System and noting the presence of a MIN) at an address specified by the Sellerin blank; (ivD) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; andassignment certified by the public recording office in which such original intervening assignment has been recorded; (vE) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Home Equity Loan; and (F) the (a) original policy of title insurance or (b) ownership report, if applicable (or a preliminary title report if the original title insurance policy or ownership report has not been received from the title insurance company or if a preliminary title report is the documentation required by Seller). Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of if a material defect in any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 discovered which may materially and adversely affect the value of the Custodial Agreementrelated Home Equity Loan, no notification shall be necessary. As set forth in Section 2.3 or the interests of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and (as pledgee of the Home Equity Loans), the Noteholders, the Certificateholders or the Credit Enhancer a certificate (in such Home Equity Loan, including the "Interim Certification") Seller’s failure to the effect that all documents deliver any document required to be delivered pursuant to this Subsection 2.1(c) have been executed and received and that such documents relate to the Home Equity Loans identified Custodian on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan behalf of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph)Indenture Trustee, the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) 3.1 hereof for breaches of representations and warranties as to the Home Equity Loans. With Notwithstanding the foregoing, with respect to any missing Home Equity Loan with respect to which the Mortgage Notes Note has not been (a) delivered and certified to or Loan Agreements referred (b) prepaid in full on or prior to in Subsections 3.1(b)(xxxi) August 25, 2007 (or, with respect to an Additional Home Equity Loan, on or 3.1(c)(xxxivprior to the date which is six months after the related Subsequent Closing Date), the Seller shall have 60 days from the Closing Date be obligated to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan on such date. In addition, with respect to the Revolving Credit Loans listed on Exhibit 1 hereto, if the Mortgage File described above has not been (a) delivered and certified to or substitute (b) prepaid in full on or prior to August 25, 2007 (or, with respect to an Eligible Substitute Loan for Additional Home Equity Loan, on or prior to the date which is six months after the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as to the Home Equity Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) aboveSubsequent Closing Date), the Seller shall be obligated to repurchase such Revolving Credit Loan on such date. (a) the short-term senior unsecured debt rating of Xxxxxx Xxxxxxx by Standard & Poor’s is reduced below “A-1” or (b) the long-term senior unsecured debt obligations of Xxxxxx Xxxxxxx are downgraded below a rating of “A3” by Xxxxx’x or “A-” by Standard & Poor’s, the Seller, at its own expense expense, shall complete, or cause the Assignments of Mortgage as so completed to be completed, delivered for recording in the name favor of the Indenture Trustee, and shall submit each such Trustee (which may be a blanket assignment for recording if permitted by applicable law) in the appropriate public office for real property or other records each within 60 days of the assignments referred occurrence of such event, except that the Seller need not cause to be recorded any Assignment of Mortgage which relates to a Home Equity Loan in clause any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel acceptable to the Credit Enhancer, delivered by the Seller (at the Seller’s expense) to the Credit Enhancer, the recordation of such assignment is not necessary to protect the Indenture Trustee’s, the Securityholders’ and the Credit Enhancer’s interest in the related Home Equity Loan. The preceding sentence notwithstanding, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, notwithstanding the delivery of any Opinion of Counsel, at the expense of the Seller, upon the earliest to occur of: (i) reasonable direction by the Credit Enhancer, (ii) the occurrence of an Event of Servicer Termination, (iii) abovethe occurrence of a servicing transfer as described in the Servicing Agreement and (iv) with respect to any one Assignment of Mortgage for any Home Equity Loan, the institution of foreclosure proceedings. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Home Equity Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause clauses (ii) or and (iv) aboveof this Section 2.1(c), delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such the Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased in accordance with the terms of this Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's ’s right, title and interest in and to the Home Equity Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's ’s right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's ’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as within 30 days of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's ’s interests in each Home Equity Loan and the proceeds thereof.

Sale of Home Equity Loans. (a) The SellerDepositor, by concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, over and otherwise convey (a) to the PurchaserTrustee, without recourse, recourse (except as provided herein) all of its right, title and interest in, in and to and under the following, and wherever located: (i) the Trust Balance of each Home Equity Loans (Loan secured by a lien on property located in California and New Jersey, including without limitation the Trust Percentage or Overdue Trust Percentage, as applicable, of all interest and principal received by the Depositor or any Originator on or with respect to each such Home Equity Loan after the Cut-off Date (other than any payment of principal and interest allocable to any Additional Balance related thereto as herein provided, any premium accompanying the prepayment of all or a portion of a related Loan Balances Balance, and any related fees, charges or amounts held for the account of Mortgagors as described in Section 3.02(b)), together with all Additional Balances created of its right, title and interest in and to the proceeds of any related insurance policies (to the extent of the related Trust Balances) and its rights with respect to each such Home Equity Loan under the Sale Agreement and (b) to the Co-Trustee, without recourse (except as provided herein) all of its right, title and interest in and to the Trust Balance of each Home Equity Loan secured by a lien on property located outside of California and New Jersey, including the Trust Percentage or Overdue Trust Percentage, as applicable, of all interest and principal received by the Depositor or any Originator on or with respect to each such Home Equity Loan after the Cut-off Date; Date (other than any payment of principal and interest allocable to any Additional Balance related thereto as herein provided, howeverany premium accompanying the prepayment of all or a portion of a related Loan Balance, that following and any related fees, charges or amounts held for the occurrence account of an Amortization EventMortgagors as described in Section 3.02(b)), any subsequent loan balance represented by each Draw together with all of its right, title and interest thereon will not be deemed transferred in and to the Issuer, proceeds of any related insurance policies (to the extent of the related Trust Balances) and the Seller (in such event) shall retain ownership of each loan balance represented by its rights with respect to each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Equity Loan under the Sale Agreement. In connection with such conveyances, the Master Servicer does hereby agree to enter into the Home Equity Loan Payment Record on the Closing Date the initial deposit to the Lower-Tier Certificate Account described in Section 4.02(a) and thereafter to effect the deposit to the Lower-Tier Certificate Account required pursuant to such Section. In connection with such sale and assignment, the Depositor will as promptly as practicable, but in no event later than 90 days following the Closing Date, file in the appropriate office in the State in which has been acquired its principal place of business is located UCC-1 financing statements executed by foreclosure the Depositor as debtor, naming the Trustee or deed in lieu the Co-Trustee , as applicable, as secured party and listing as collateral the respective Home Equity Loans the Trust Balances of foreclosure; (iii) which are conveyed by the interest Depositor hereunder. The characterization of the Seller Depositor as debtor and the Trustee or the Co-Trustee, as applicable, as secured party in any insurance policies such financing statement is solely for protective purposes and shall in respect no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Trustee or the Co-Trustee, as applicable, of the Depositor's entire right, title and interest in the Trust Balances of the Home Equity Loans; and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Group II Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Seller of consideration therefor as provided herein under clause (b) of Section 2.2. (b) In connection with such conveyancefiling, the Seller further agrees, at its own expense, on Master Servicer agrees that it shall cause to be filed all necessary continuation statements and to take or prior cause to be taken such actions and to execute such documents as are necessary to perfect and protect the Closing Date with respect to Certificateholders' interests in the Loan Trust Balance of the each such Home Equity Loans to indicate in its books Loan and records that the Home Equity Loans have been sold to proceeds thereof allocable thereto. In the Purchaser event a Servicer LOC is obtained pursuant to this Agreement and to Section 3.02(c), the Master Servicer promptly shall deliver to the Purchaser the Group I Loan Schedule, and the Group II Loan ScheduleTrustee such Servicer LOC. Such Group I Loan Schedule and Group II Loan Schedule shall be marked as Exhibit 1 and Exhibit 2, respectively, to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance sale and assignment by the SellerDepositor, the Seller shall Master Servicer acknowledges that it is holding (or that it will cause the related Originators to hold on behalf of the Purchaser deliver to, Master Servicer's behalf) as custodian for the Trustee and deposit with the respective Custodian, on or before the Closing Date, Co-Trustee the following documents or instruments with respect to each Home Equity LoanLoan the Trust Balance of which is being so sold and assigned: (i) the original Mortgage NoteThe related Loan Agreement (including any related assumption, including modification and substitution agreements), and any evidence of indebtedness executed by the related Loan Agreement, endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Home Equity Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, a Lost Note Affidavit from the Program Seller or the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage NoteMortgagor in connection therewith; (ii) any related amendments to the original Loan Agreement or Mortgage, noting the presence of the MIN any related modification or assumption agreement and any related previous assignments of the Home Equity Loan and language indicating that Loan; (iii) the Home Equity Loan is a MOM Loan if the Home Equity Loan is a MOM Loan, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of such related Mortgage with evidence of recording indicated thereon in the event the recording office keeps thereon; and (iv) with respect to each Home Equity Loan the original Credit Limit of which was $10,000 or if more, evidence of title insurance or foreclosure impairment insurance, as the original is lostcase may be; provided, however, that as to any Home Equity Loan in respect of which, as evidenced by an Opinion of Counsel delivered to and in form and substance satisfactory to the Trustee, (x) an optical image or if the original or a copy other representation of the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage; related documents specified in clauses (i) through (iii) unless above are enforceable in the relevant jurisdiction to the same extent as the original of such document and (y) such optical image or other representation does not impair the ability of an owner of such Home Equity Loan to transfer its interest in such Home Equity Loan, such optical image or other representation may be held by the Master Servicer (or by the related Originator acting on behalf of the Master Servicer) as custodian in lieu of the physical documents specified above. Except as hereinafter provided, the Master Servicer (or any Originator acting on behalf of the Master Servicer) as custodian of the Mortgage Files, shall be entitled to maintain possession of all of the foregoing documents and instruments and shall not be required to deliver any of them to the Trustee or the Co- Trustee. The right of Beneficial, as Master Servicer, or any Originator acting on behalf of the Master Servicer to maintain possession of the documents enumerated above shall continue so long as (x) Beneficial (or such Originator) remains an affiliate of Beneficial Corporation and the long-term unsecured debt of Beneficial Corporation is registered on assigned ratings of at least A- by Standard & Poor's and Fitch and A3 by Moody's or (y) Beneficial has not been removed as Master Servicer following the MERS(Roccurrence of an Event of Default. The Master Servicer shall notify in writing each Originator and the Trustee if the long-term unsecured debt of Beneficial Corporation does not satisfy either of such ratings. At such time, as promptly as practicable but in no event more than 90 days in the case of clause (i) Systembelow and 60 days in the case of clause (ii) below following the occurrence of such event, assignments Beneficial, at its own expense shall (or shall cause the related Originator to) (i) either (x) submit for recording an assignment of Mortgage in favor of the Trustee or the Co-Trustee, as applicable (which may be included in one or more a blanket assignments assignment, if permitted by law in the applicable lawjurisdiction as evidenced by an Opinion of Counsel delivered to the Trustee) with respect to each of the related Home Equity Loans in the appropriate real property or other records or (y) deliver to the Trustee the fully executed and prepared assignment of mortgage in favor of the Trustee in form for recordation, together with an Opinion of Counsel to the effect that neither the recording of an assignment nor the taking of any other action is required to protect the Trustee's right, title and interest in and to the related Mortgage recorded to "JPMorgan Chase Bank, N.A. as indenture trustee" c/o and the Seller (or to MERSrelated Home Equity Loan or, if a court were to recharacterize the sale of the Home Equity Loans as a financing, to perfect a first priority security interest in favor of the Trustee in such Mortgage and Home Equity Loan is registered on and (ii) deliver the MERS(R) System and noting related Mortgage Files to the presence of a MIN) at an address specified Trustee to be held by the Seller; (iv) originals Trustee in trust, upon the terms herein set forth, for the use and benefit of any intervening assignments of all present and future Certificateholders, and the Mortgage, with evidence of recording thereon, or a copy of such intervening assignment, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment; and (v) a copy of each assumption, modification, consolidation or substitution agreement, if any, relating Trustee shall retain possession thereof except to the Home Equity Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify extent the Master Servicer of or Subservicers require any document Mortgage Files for normal servicing as contemplated by Section 3.07. The Trustee and the Co-Trustee shall have no duty or documents constituting a part of a obligation to review any Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Home Equity Loan related to until such Mortgage File is listed on Schedule A of Exhibit 1 delivered to the Trustee pursuant to clause (ii) of the Custodial Agreementimmediately preceding paragraph. Within 60 days following the first delivery of the Mortgage Files to the Trustee pursuant to clause (ii) of the immediately preceding paragraph, no notification shall be necessary. As the Trustee will review each Mortgage File delivered to it to ascertain that all required documents set forth in this Section 2.3 of the Custodial Agreement, the Custodian shall deliver to the Indenture Trustee and the Credit Enhancer a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to this Subsection 2.1(c) 2.01 have been executed and received received, and that such documents relate to the Home Equity Loans identified on the Group I Loan Schedule or Group II Loan Schedule, except for any exceptions listed on such Interim Certification. If such omission or defect materially and adversely affects the interests in the related Home Equity Loan Schedule. In so doing the Trustee may conclusively rely on the purported due execution and genuineness of any signature thereon. If within such 60-day period the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that Trustee finds any document constituting a part of a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording have been executed or if such assignment is not required received or to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Home Equity Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches of representations and warranties as unrelated to the Home Equity Loans. With respect to any missing Mortgage Notes or Loan Agreements referred to Loans identified in Subsections 3.1(b)(xxxi) or 3.1(c)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Home Equity Loan Schedule, the Trustee shall promptly notify Beneficial, which shall have a period of 30 days after receipt of such notice within which to correct or substitute an Eligible Substitute Loan for cure, or to cause the related Home Equity Loan upon the same terms and conditions set forth in Section 3.1(d) hereof for breaches Originator to correct or cure, any such defect. Each original recorded assignment of representations and warranties as Mortgage shall be delivered to the Home Equity Loans. Within 60 Trustee within 10 Business Days following the date on which it is returned to Beneficial or the related Originator by the office with which such assignment was filed for recording and within 10 days after the following receipt by the Master Servicer Trustee of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defectthe assignment in recordable form, as the case may be, and the Seller Trustee shall cause review such assignment to confirm the information specified above with respect to the documents constituting the Mortgage File. Upon receipt by the Trustee of the recorded assignment or the assignment in recordable form, as the case may be, such recorded assignment or assignment in recordable form shall become part of the Mortgage File. The Trustee shall notify Beneficial of any defect in such assignment based on such review. Beneficial shall have a period of 30 days following receipt of such notice to correct or cure, or to cause the related Originator to correct or cure, such defect. In the event that Beneficial fails to record, or to cause the related Originator to record, an assignment of a Home Equity Loan as herein provided within such 30-day period, the Trustee shall, upon written instructions from Beneficial, prepare and, if required hereunder, file such assignment for recordation in the appropriate real property or other records and Beneficial shall deliver within five Business Days of the Closing Date a power of attorney of each Originator, which shall appoint the Trustee as its attorney-in-fact with full power and authority to act in its stead for the purpose of such preparation, execution and filing. Any expense incurred by the Trustee not otherwise paid for by Beneficial or the related Originator as required hereunder in connection with the preparation and filing of such assignments shall be reimbursed to the Trustee from amounts that would otherwise be distributable to holders of the Class R Certificates. The Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this Section 2.01. In reviewing any Mortgage File pursuant to this Section, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with this paragraph. Notwithstanding the foregoingrequirements of any applicable jurisdiction, as or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to any Home Equity Loan determine whether a document appears to have been executed, that it appears to be what it purports to be and, where the Seller is the assignee of record of the Mortgageapplicable, the assignment referred that it purports to in clause (iii) above be recorded, but shall not be required to be completed and submitted for recording (a) if an Opinion of Counsel determine whether any Person executing any document was authorized to do so or whether any signature thereon is provided in form and substance satisfactory genuine. The Depositor further confirms to the Credit Enhancer and Trustee that each Originator have caused the portions of their Electronic Ledgers relating to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Home Equity Loans to be clearly and unambiguously marked to indicate that the Trust Balance of each Home Equity Loan transferred and assigned by the Seller such Originator to the Depositor Depositor, and thereafter by the Depositor to the IssuerTrustee and the Co-Trustee hereunder, or has been sold to the granting Trustee and perfecting the Co- Trustee and constitutes part of the security interest in the Home Equity Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Home Equity Loan by any creditor of the Seller or the Depositor by any purported transferee of such Home Equity Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. In connection with the assignment of any Home Equity Loan registered on the MERS(R) System, the Purchaser further agrees that it will cause, at the Purchaser's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Home Equity Loan has been assigned by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Home Equity Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field "Pool Field" which identifies the series of the Notes issued in connection with such Home Equity Loans. The Purchaser further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Home Equity Loan during the term of this Agreement unless and until such Home Equity Loan is repurchased Trust Fund in accordance with the terms of this Agreementthe trust created hereunder. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend agree that Texas Commerce Bank is appointed as the transactions set forth herein constitute initial Co-Trustee in accordance with Section 9.10 hereof, and Texas Commerce Bank accepts such appointment. The sole purpose of Texas Commerce Bank as a sale by the Seller Co-Trustee is to hold title to the Purchaser Trust Balances of all the Seller's right, title and interest in and to the Home Equity Loans secured by liens on Mortgaged Properties that are not located in California and other property as New Jersey. With respect to such Trust Balances and Home Equity Loans, any reference to the extent described aboveTrustee in respect thereof shall be deemed to include the Co-Trustee only insofar as such reference relates to the holder of the title thereto. In The Co- Trustee has no obligations hereunder except to hold such title and follow the event instructions of the transactions Trustee, in each case subject to the limitations and protections set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Home Equity Loans and all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Home Equity Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota or Delaware (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Purchaser's interests in each Home Equity Loan and the proceeds thereofSection 9.10.