Common use of Transfer of Loans Clause in Contracts

Transfer of Loans. a. On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Loans, the Originator shall deliver the Loan Files to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Loan File to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale of the Loans to the Seller, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Loan; provided, however, that the recording of such assignments shall not be required if the Trustee receives written confirmation from each of the Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that the recording of such assignments shall not be required if the Originator delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans as to which such assignments are not recorded.

Transfer of Loans. a. On or prior (a) Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser (A) the Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) pool insurance policies, hazard insurance policies, and bankruptcy bonds relating to the Closing Dateforegoing, and (C) all amounts payable after the Cut-off Date to the holders of the Loans in accordance with the terms thereof. In addition, Seller has delivered to the Purchaser or the Subsequent Transfer Date Custodian, as directed by the Purchaser, the Loan Schedule and the documents listed on Exhibit C. (b) Based on the Initial Certification of the Custodian, the Indenture Trustee acknowledges receipt by the Custodian of the documents identified in the case Initial Certification and declares that the Custodian holds such documents and the other documents delivered to the Custodian constituting the applicable Loan Files, in trust for the exclusive use and benefit of Subsequent Loans, all present and future Noteholders. The Indenture Trustee acknowledges that it or the Originator shall deliver Custodian will maintain possession of the Loans and the Loan Files in the State of Illinois, as directed by the Purchaser, unless otherwise permitted by the Rating Agencies. (c) The Indenture Trustee agrees to deliver on the Closing Date to the TrusteePurchaser and the Servicer an Initial Certification from the Custodian (to the extent received by the Indenture Trustee from the Custodian). The Trustee shall maintain Based on its review and examination, and only as to the Loan Files at its office or with a duly appointed Xxxxxxxxxdocuments identified in such Initial Certification, who shall act as the agent Custodian, pursuant to the terms of the Custodial Agreement, will acknowledge that such documents appear regular on their face and relate to such Loan. Neither the Indenture Trustee on behalf of nor the Certificateholders. The Trustee may release a Loan File Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding same are genuine, enforceable, recordable or appropriate for the sale of the Loans to the Seller, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not represented purpose or that they have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file actually been recorded in the appropriate recording offices the assignments real estate records or that they are other than what they purport to the Trustee be on behalf of the Trust of each mortgage, deed of trust or security deed securing a Loantheir face; provided, however, that neither the recording Indenture Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. Not later than 90 days after the Closing Date, upon receipt of a Final Certification from the Custodian provided for in the Custodial Agreement, the Indenture Trustee shall deliver to the Purchaser, the Seller and the Servicer such Final Certification, with any applicable exceptions noted thereon. (d) If, in the course of such assignments review, the Indenture Trustee is notified by the Custodian that any document constituting a part of a Loan File does not meet the requirements of Exhibit C hereto, the Indenture Trustee shall not be required cause the Custodian to list such as an exception in the Final Certification. (e) The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Trustee receives written confirmation Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Loan an Eligible Substitute Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2(d), or (ii) purchase such Loan within 90 days from each the date the Seller was notified of such defect in writing at the Repurchase Price of such Loan if such defect materially and adversely affects the value of the Rating Agencies that the ratings related Loan or interests of the Certificates would not be reduced Noteholders or withdrawn by the failure to execute and file such assignmentsCertificateholders; provided, however, that if the cure, substitution or repurchase of a Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then the Seller shall be given 270 days from the Closing Date to cure such defect or substitute for, or repurchase such Loan; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Indenture Trustee or for the Servicer's failure to record such assignments Assignment of Mortgage, and the Seller shall not be required if the Originator delivers an Opinion of Counsel obligated to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust repurchase or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans cure any Loan as to which such assignments are Assignment of Mortgage is not recorded. The Indenture Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the Custodian. Any substitution shall not be effected prior to the additional delivery to the Indenture Trustee or the Custodian, of a Request for Release and the Loan File for any such Eligible Substitute Loan. The Repurchase Price for any such Loan shall be deposited by the Seller in the Payment Account on or prior to the Business Day immediately preceding such Payment Date in the month following the month of repurchase and, upon receipt of such deposit, the Custodian, pursuant to the terms of the Custodial Agreement, will release the related Loan File to the Seller and will execute and deliver at the Seller's request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation and warranty or as shall be necessary to vest in the Seller's, or a its designee, the interest of the Purchaser, the Issuer, and the Indenture Trustee in any Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Loan which does not meet the requirements of this Section shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Purchaser and any Certificateholder against the Seller. (f) All of the Loan Files are being held pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files pursuant to Sections 1 and 2 hereof shall be performed by the Custodian. In connection with the assignment of any Loan registered on the MERS(R)System, the Indenture Trustee shall cause, at the Servicer's expense, as soon as practicable after the Closing Date, the MERS(R)System to indicate that such Loans have been assigned by the Seller to the Indenture Trustee in accordance with this Loan Purchase Agreement, the Owner Trust Agreement and the Indenture for the benefit of the Noteholders by including (or deleting, in the case of Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code "[IDENTIFY INDENTURE TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR INDENTURE TRUSTEE]" which identifies the Indenture Trustee and (b) the code "[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of the Notes issued in connection with such Loans. Indenture Trustee agrees that it will not alter the codes referenced in this paragraph with respect to any Loan during the term of this Loan Purchase Agreement unless and until such Loan is repurchased in accordance with the terms of this Loan Purchase Agreement.

Transfer of Loans. a. On or prior (a) Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser (A) the Loans and all Additional Balances thereafter arising, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies, and bankruptcy bonds relating to the Closing Dateforegoing, or and (C) all amounts payable after the Subsequent Transfer Cut-off Date in the case of Subsequent Loans, the Originator shall deliver the Loan Files to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Loan File to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale holders of the Loans in accordance with the terms thereof. In addition, Seller has delivered to the SellerPurchaser or the Custodian, as directed by the Purchaser, the Loan Schedule and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee documents listed on behalf of the Trust of each mortgage, deed of trust or security deed securing a LoanExhibit C; provided, however, that the recording of such assignments Purchaser does not assume the obligation under each Loan Agreement relating to a HELOC to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be required if obligated or permitted to fund any such Draws, it being agreed that the Trustee receives written confirmation from each 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 Principal Balances, as of the Rating Agencies 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 ratings corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Servicer of consideration therefor as provided in Section 3.16 of the Certificates would not be reduced or withdrawn Servicing Agreement and 3.05 of the Indenture. (b) Based on the Initial Certification of the Custodian, the Indenture Trustee acknowledges receipt by the failure Custodian of the documents identified in the Initial Certification and declares that the Custodian holds such documents and the other documents delivered to execute the Custodian constituting the applicable Loan Files, in trust for the exclusive use and file benefit of all present and future Noteholders. The Indenture Trustee acknowledges that it or the Custodian will maintain possession of the Loans and the Loan Files in the States of California or Utah, as directed by the Purchaser, unless otherwise permitted by the Rating Agencies. (c) The Indenture Trustee agrees to deliver on the Closing Date to the Purchaser and the Servicer an Initial Certification from the Custodian (to the extent received by the Indenture Trustee from the Custodian). Based on its review and examination, and only as to the documents identified in such assignmentsInitial Certification, the Custodian, pursuant to the terms of the Custodial Agreement, will acknowledge that such documents appear regular on their face and relate to such Loan. Neither the Indenture Trustee nor the Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face; provided, however, that neither the recording Indenture Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of such assignments shall not be required if the Originator delivers an Opinion of Counsel party so endorsing, as noteholder or assignee thereof, in and to the effect that such Mortgage Note or (ii) any assignment and recordation is not necessary in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. Not later than 90 days after the Closing Date, upon receipt of a Final Certification from the Custodian provided for in the Custodial Agreement, the Indenture Trustee shall deliver to the Purchaser, the Seller and the Servicer such Final Certification, with any applicable exceptions noted thereon. (d) If, in the course of such review, the Indenture Trustee is notified by the Custodian that any document constituting a part of a Loan File does not meet the requirements of Exhibit C hereto, the Indenture Trustee shall cause the Custodian to list such as an exception in the Final Certification. (e) The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Loan an Eligible Substitute Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2(d), or (ii) purchase such Loan within 90 days from the date the Seller was notified of such defect in writing at the Repurchase Price of such Loan if such defect materially and adversely affects the value of the Originator's lien on the real property securing each Loan. c. If, as related Loan or interests of the Post-Funding Payment DateNoteholders or the Certificateholders; provided, however, that if the aggregate Scheduled Principal Balance cure, substitution or repurchase of Loans secured a Loan pursuant to this provision is required by real property located reason of a delay in Maryland ("Maryland Loans") exceeds 10% delivery of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to any documents by the appropriate recording offices office, then the assignments Seller shall be given 270 days from the Closing Date to cure such defect or substitute for, or repurchase such Loan; and further provided, that the Trustee on behalf Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trust Indenture Trustee or for the Servicer’s failure to record such Assignment of Mortgage, and the number of mortgages, deeds of trust Seller shall not be obligated to repurchase or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans cure any Loan as to which such assignments are Assignment of Mortgage is not recorded. The Indenture Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the Custodian. Any substitution shall not be effected prior to the additional delivery to the Indenture Trustee or the Custodian, of a Request for Release and the Loan File for any such Eligible Substitute Loan. The Repurchase Price for any such Loan shall be deposited by the Seller in the Payment Account on or prior to the Business Day immediately preceding such Payment Date in the month following the month of repurchase and, upon receipt of such deposit, the Custodian, pursuant to the terms of the Custodial Agreement, will release the related Loan File to the Seller and will execute and deliver at the Seller’s request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation and warranty or as shall be necessary to vest in the Seller, or its designee, the interest of the Purchaser, the Issuer, and the Indenture Trustee in any Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Loan which does not meet the requirements of this Section shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Purchaser and any Certificateholder against the Seller. (f) All of the Loan Files are being held pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files pursuant to Sections 1 and 2 hereof shall be performed by the Custodian. In connection with the assignment of any Loan registered on the MERS® System, the Indenture Trustee shall cause, at the Servicer’s expense, as soon as practicable after the Closing Date, the MERS® System to indicate that such Loans have been assigned by the Seller to the Indenture Trustee in accordance with this Loan Purchase Agreement, the Trust Agreement and the Indenture for the benefit of the Noteholders by including (or deleting, in the case of Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code “[IDENTIFY INDENTURE TRUSTEE SPECIFIC CODE]” in the field “[IDENTIFY THE FIELD NAME FOR INDENTURE TRUSTEE]” which identifies the Indenture Trustee and (b) the code “[IDENTIFY SERIES SPECIFIC CODE NUMBER]” in the field “Pool Field” which identifies the series of the Notes issued in connection with such Loans. Indenture Trustee agrees that it will not alter the codes referenced in this paragraph with respect to any Loan during the term of this Loan Purchase Agreement unless and until such Loan is repurchased in accordance with the terms of this Loan Purchase Agreement.

Transfer of Loans. a. On (a) In consideration of the ----------------- Trustee's delivery on the Closing Date to or upon the order of the Seller of Certificates in an aggregate principal amount equal to the Initial Certificate Principal Balance, the Seller does hereby transfer, assign, set over and otherwise transfer to the Trustee in trust for the benefit of the Certificateholders and the Certificate Insurer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (1) the Loans, and all moneys received thereon (including any interest and any payments in respect of delinquent or defaulted obligations thereunder) on and after the Cut-off Date; (2) the Mortgages and the security interests in the Mortgaged Properties and any other properties or interests in properties granted by Obligors pursuant to the Loans and/or Mortgages and any other interest of the Seller in such Mortgaged Properties or such other properties or interests in properties granted by the Obligor in connection with the Loans; (3) any proceeds with respect to the Loans from claims on any insurance policies covering the Mortgaged Properties, or any other properties or interests in properties granted by the Obligors thereof pursuant to any of the Loans or the Mortgages; (4) any proceeds from the liquidation of the Loans or any of the related Mortgaged Properties or any other properties or interests in properties granted by the Obligors thereof pursuant to any of the Loans or the Mortgages; (5) the related Loan Files; (6) the Policy; and (7) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Loans and other Trust Property in which it has an interest from the Seller to the Trust and the beneficial interest in and title to the Loans and the other Trust Property shall not be part of the Seller's estate in the event a conservator, receiver, liquidator or similar person is appointed in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings with respect to the Seller. If and to the extent that such transfer is deemed not to be a sale or if for any reason any Loan is held to be property of the Seller, then the Seller shall be deemed to have hereby granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest whether now owned or hereafter acquired in, to and under the Loans until the termination of the Trust, all moneys due or to become due with respect to such Loans, all proceeds of such Loans, all Insurance Proceeds relating to such Loans and all proceeds thereof, and this Agreement shall constitute a security agreement under applicable law. In connection with such assignment and transfer, the Seller shall file, on or prior to the Closing Date, in the appropriate office of any applicable state, county or other relevant jurisdiction, a UCC-1 financing statement executed by the Subsequent Transfer Date Seller as debtor, naming the Trustee as secured party, for the benefit of the Certificateholders and the Certificate Insurer, and identifying as collateral the Loans identified on the Loan Schedule and all property transferred by the Seller to the Trust constituting part of the Trust Property. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and take or cause to be taken such actions and execute such documents as are necessary to continue the perfection and protect the Trustee's interest in such property for the benefit of the Certificateholders and the Certificate Insurer. (b) In connection with the foregoing assignment and transfer by the Seller, and except as provided in the immediately following paragraph, the Seller shall deliver to, and deposit with, the Trustee on or before the Closing Date, with respect to each Loan: (i) The original Note, fixed-rate home equity loan agreement, sales contract or installment loan agreement, as applicable, a copy of such original Note, agreement or contract or a "lost-note affidavit," with, in the case of Subsequent Loansa Note, any intervening endorsements and/or assignments evidencing a complete chain of title from the Originator shall deliver the Loan Files originator thereof to the Trustee. The Trustee shall maintain Seller and, in the Loan Files at its office case of a Note which is a promissory note, endorsed in blank and signed, by facsimile or with a duly appointed Xxxxxxxxxmanual signature, who shall act as in the agent name of the Trustee on behalf of the Certificateholders. The Trustee may release a Loan File Seller by an Officer thereof; (ii) With respect to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale of the Loans to the Sellereach Secured Loan, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), either: (i) the Originator original Mortgage with evidence of recording thereon, (ii) a copy of the Mortgage certified as a true copy by an Officer of the Seller, if the original has been transmitted for recording but has not, at the Closing Date, been returned or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost or has been retained by the public recording office; and (iii) Originals of all assumption and modification agreements, if any, or a copy certified as a true copy by an Officer of the Seller if the original has been transmitted for recording until such time as the original is returned by the public recording office (such documents, along with the items in (i) and (ii) above and, with respect to each Secured Loan, the related Assignment of Mortgage referred to in subsection (d) below, being referred to herein with respect to each Loan as the "Loan File"). --------- (c) The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Loans to be clearly and unambiguously marked to indicate that such Loans have been transferred and assigned to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (d) The Seller, at its own expense, shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements within 180 days of the Closing Date an Assignment of Mortgage for each Loan and assignments which is a Secured Loan in blank in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file form. Any such assignment may be made by blanket assignments for Secured Loans located in the appropriate recording offices the assignments to the Trustee on behalf same county, if permitted by applicable law. Any such Assignment of the Trust of each mortgage, deed of trust or security deed securing a Loan; provided, however, that the recording of such assignments Mortgage shall not be required if to be recorded only under the Trustee receives written confirmation from each of the Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that the recording of such assignments shall not be required if the Originator delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located circumstances described in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans as to which such assignments are not recorded.Section 5.15. ------------

Transfer of Loans. a. On (a) Seller hereby grants, transfers and assigns to Purchaser all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (A) the Initial Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing. In addition, Seller has delivered to the Purchaser or the applicable Custodian, as directed by the Purchaser the Loan Schedule and the documents listed on Exhibit C. (b) Based on the Initial Certification of the applicable Custodian, the Indenture Trustee acknowledges receipt by the applicable Custodian of the documents identified in the Initial Certification and declares that the applicable Custodian holds such documents and the other documents delivered to the Custodian constituting the applicable Loan Files, in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee acknowledges that it or the applicable Custodian will maintain possession of the Contracts in the State of Texas, or State of Illinois, as directed by the Purchaser, unless otherwise permitted by the Rating Agencies. (c) The Indenture Trustee agrees to deliver on the Closing Date to the Purchaser and the Servicer an Initial Certification from the applicable Custodian (to the extent received by the Indenture Trustee from the Custodian). Based on its review and examination, and only as to the documents identified in such Initial Certification, the applicable Custodian acknowledges that such documents appear regular on their face and relate to such Loan. Neither the Indenture Trustee nor such Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face; provided, however, that neither the Indenture Trustee nor such Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. Not later than 90 days after the Closing Date, upon receipt of a Final Certification from the applicable Custodian provided for in the Custodial Agreement, the Trustee shall deliver to the Depositor, the Seller and the Servicer such Final Certification, with any applicable exceptions noted thereon. (d) If, in the course of such review, the Indenture Trustee is notified by the applicable Custodian that any document constituting a part of a Loan File does not meet the requirements of Exhibit C hereto, the Indenture Trustee shall cause such Custodian to list such as an exception in the Final Certification. (e) The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Loan an Eligible Substitute Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2(d), or (ii) purchase such Loan within 90 days from the date the Seller was notified of such defect in writing at the Repurchase Price of such Loan if such defect materially and adversely affects the value of the related Loan or interests of the Noteholders or Certificateholders; provided, however, that if the cure, substitution or repurchase of a Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then the Seller shall be given 270 days from the Closing Date to cure such defect or substitute for, or repurchase such Loan; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Indenture Trustee or for the Servicer's failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Loan as to which such Assignment of Mortgage is not recorded. The Indenture Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the applicable Custodian. Any such substitution effected more than 90 days after the Closing Date shall not be effected prior to the delivery to the Indenture Trustee of the Opinion of Counsel required by Section 2(d) hereof and any substitution shall not be effected prior to the additional delivery to the Indenture Trustee or the applicable Custodian, of a Request for Release and the Loan File for any such Eligible Substitute Loan. The Repurchase Price for any such Loan shall be deposited by the Seller in the Payment Account on or prior to the Closing Date, or the Subsequent Transfer Business Day immediately preceding such Payment Date in the case month following the month of Subsequent Loansrepurchase and, upon receipt of such deposit, the Originator applicable Custodian, shall release the related Loan File to the Seller and shall execute and deliver at such entity's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, representation and warranty or as shall be necessary to vest in such entity, or a designee, the Indenture Trustee's interest in any Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Loan which does not meet the requirements of this Section shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Depositor and any Certificateholder against the Seller. (f) All of the Loan Files are being held pursuant to one of the Custodial Agreements. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files pursuant to Sections 1 and 2 hereof shall be performed by the applicable Custodian. At the expense of the Servicer, the Indenture Trustee, from time to time, shall instruct or cause the instruction of the Custodian to deliver the Loan Files to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent Servicer for completion and recordation of the Trustee on behalf Assignments of the Certificateholders. The Trustee may release a Loan File to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale of the Loans to the Seller, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interestMortgage. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Loan; provided, however, that the recording of such assignments shall not be required if the Trustee receives written confirmation from each of the Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that the recording of such assignments shall not be required if the Originator delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans as to which such assignments are not recorded.

Transfer of Loans. a. On or prior (a) Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser (A) the Initial Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies, and bankruptcy bonds relating to the Closing Dateforegoing, and (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in accordance with the terms thereof. In addition, Seller has delivered to the Purchaser or the Subsequent Transfer Date Custodian, as directed by the Purchaser, the Loan Schedule and the documents listed on Exhibit C. (b) Based on the Initial Certification of the Custodian, the Indenture Trustee acknowledges receipt by the Custodian of the documents identified in the case Initial Certification and declares that the Custodian holds such documents and the other documents delivered to the Custodian constituting the applicable Loan Files, in trust for the exclusive use and benefit of Subsequent Loans, all present and future Noteholders. The Indenture Trustee acknowledges that it or the Originator shall deliver Custodian will maintain possession of the Loans and the Loan Files in the State of Illinois, as directed by the Purchaser, unless otherwise permitted by the Rating Agencies. (c) The Indenture Trustee agrees to deliver on the Closing Date to the TrusteePurchaser and the Servicer an Initial Certification from the Custodian (to the extent received by the Indenture Trustee from the Custodian). The Trustee shall maintain Based on its review and examination, and only as to the Loan Files at its office or with a duly appointed Xxxxxxxxxdocuments identified in such Initial Certification, who shall act as the agent Custodian, pursuant to the terms of the Custodial Agreement, will acknowledge that such documents appear regular on their face and relate to such Loan. Neither the Indenture Trustee on behalf of nor the Certificateholders. The Trustee may release a Loan File Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding same are genuine, enforceable, recordable or appropriate for the sale of the Loans to the Seller, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not represented purpose or that they have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file actually been recorded in the appropriate recording offices the assignments real estate records or that they are other than what they purport to the Trustee be on behalf of the Trust of each mortgage, deed of trust or security deed securing a Loantheir face; provided, however, that neither the recording Indenture Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. Not later than 90 days after the Closing Date, upon receipt of a Final Certification from the Custodian provided for in the Custodial Agreement, the Indenture Trustee shall deliver to the Purchaser, the Seller and the Servicer such Final Certification, with any applicable exceptions noted thereon. (d) If, in the course of such assignments review, the Indenture Trustee is notified by the Custodian that any document constituting a part of a Loan File does not meet the requirements of Exhibit C hereto, the Indenture Trustee shall not be required cause the Custodian to list such as an exception in the Final Certification. (e) The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Trustee receives written confirmation Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Loan an Eligible Substitute Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2(d), or (ii) purchase such Loan within 90 days from each the date the Seller was notified of such defect in writing at the Repurchase Price of such Loan if such defect materially and adversely affects the value of the Rating Agencies that the ratings related Loan or interests of the Certificates would not be reduced Noteholders or withdrawn by the failure to execute and file such assignmentsCertificateholders; provided, however, that if the cure, substitution or repurchase of a Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then the Seller shall be given 270 days from the Closing Date to cure such defect or substitute for, or repurchase such Loan; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Indenture Trustee or for the Servicer's failure to record such assignments Assignment of Mortgage, and the Seller shall not be required if the Originator delivers an Opinion of Counsel obligated to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust repurchase or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans cure any Loan as to which such assignments are Assignment of Mortgage is not recorded. The Indenture Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the Custodian. Any substitution shall not be effected prior to the additional delivery to the Indenture Trustee or the Custodian, of a Request for Release and the Loan File for any such Eligible Substitute Loan. The Repurchase Price for any such Loan shall be deposited by the Seller in the Payment Account on or prior to the Business Day immediately preceding such Payment Date in the month following the month of repurchase and, upon receipt of such deposit, the Custodian, pursuant to the terms of the Custodial Agreement, will release the related Loan File to the Seller and will execute and deliver at the Seller's request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation and warranty or as shall be necessary to vest in the Seller, or its designee, the interest of the Purchaser, the Issuer, and the Indenture Trustee in any Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Loan which does not meet the requirements of this Section shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Purchaser and any Certificateholder against the Seller. (f) All of the Loan Files are being held pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files pursuant to Sections 1 and 2 hereof shall be performed by the Custodian. In connection with the assignment of any Loan registered on the MERS(R) System, the Indenture Trustee shall cause, at the Servicer's expense, as soon as practicable after the Closing Date, the MERS(R) System to indicate that such Loans have been assigned by the Seller to the Indenture Trustee in accordance with this Loan Purchase Agreement, the Owner Trust Agreement and the Indenture for the benefit of the Noteholders by including (or deleting, in the case of Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code "[IDENTIFY INDENTURE TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR INDENTURE TRUSTEE]" which identifies the Indenture Trustee and (b) the code "[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of the Notes issued in connection with such Loans. Indenture Trustee agrees that it will not alter the codes referenced in this paragraph with respect to any Loan during the term of this Loan Purchase Agreement unless and until such Loan is repurchased in accordance with the terms of this Loan Purchase Agreement..

Transfer of Loans. a. On (a) In consideration of the ----------------- Trustee's delivery on the Closing Date to or upon the order of the Seller of Certificates in an aggregate principal amount equal to the Initial Certificate Principal Balance, the Seller does hereby transfer, assign, set over and otherwise transfer to the Trustee in trust for the benefit of the Certificateholders and the Certificate Insurer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (1) the Loans, and all moneys received thereon (including any interest and any payments in respect of delinquent or defaulted obligations thereunder) on and after the Cut-off Date; (2) the Mortgages and the security interests in the Mortgaged Properties and any other properties or interests in properties granted by Obligors pursuant to the Loans and/or Mortgages and any other interest of the Seller in such Mortgaged Properties or such other properties or interests in properties granted by the Obligor in connection with the Loans; (3) any proceeds with respect to the Loans from claims on any insurance policies covering the Mortgaged Properties, or any other properties or interests in properties granted by the Obligors thereof pursuant to any of the Loans or the Mortgages; (4) any proceeds from the liquidation of the Loans or any of the related Mortgaged Properties or any other properties or interests in properties granted by the Obligors thereof pursuant to any of the Loans or the Mortgages; (5) the related Loan Files; (6) the Policy; and (7) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Loans and other Trust Property in which it has an interest from the Seller to the Trust and the beneficial interest in and title to the Loans and the other Trust Property shall not be part of the Seller's estate in the event a conservator, receiver, liquidator or similar person is appointed in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings with respect to the Seller. In connection with such assignment and transfer, the Seller shall file, on or prior to the Closing Date, in the appropriate office of any applicable state, county or other relevant jurisdiction, a UCC-1 financing statement executed by the Subsequent Transfer Date Seller as debtor, naming the Trustee as secured party, for the benefit of the Certificateholders and the Certificate Insurer, and identifying as collateral the Loans identified on the Loan Schedule and all property transferred by the Seller to the Trust constituting part of the Trust Property. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and take or cause to be taken such actions and execute such documents as are necessary to continue the perfection and protect the Trustee's interest in such property for the benefit of the Certificateholders and the Certificate Insurer. (b) In connection with the foregoing assignment and transfer by the Seller, and except as provided in the immediately following paragraph, the Seller shall deliver to, and deposit with, the Trustee on or before the Closing Date, with respect to each Loan: (i) The original Note, fixed-rate home equity loan agreement, sales contract or installment loan agreement, as applicable, or a copy of such original Note, agreement or contract accompanied by a "lost- note affidavit," with any intervening endorsements and/or assignments evidencing a complete chain of title from the originator thereof to the Seller and, in the case of Subsequent Loansa Note which is a promissory note, endorsed in blank and signed, by facsimile or manual signature, in the Originator shall deliver the Loan Files to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent name of the Trustee on behalf of the Certificateholders. The Trustee may release a Loan File Seller by an Officer thereof; (ii) With respect to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale of the Loans to the Sellereach Secured Loan, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), either: (i) the Originator original Mortgage with evidence of recording thereon, (ii) a copy of the Mortgage certified as a true copy by an Officer of the Seller, if the original has been transmitted for recording but has not, at the Closing Date, been returned or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost or has been retained by the public recording office; and (iii) Originals of all assumption and modification agreements, if any, or a copy certified as a true copy by an Officer of the Seller if the original has been transmitted for recording until such time as the original is returned by the public recording office (such documents, along with the items in (i) and (ii) above and, with respect to each Secured Loan, the related Assignment of Mortgage referred to in subsection (d) below, being referred to herein with respect to each Loan as the "Loan File"). --------- (c) The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Loans to be clearly and unambiguously marked to indicate that such Loans have been transferred and assigned to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (d) The Seller, at its own expense, shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements within 180 days of the Closing Day an Assignment of Mortgage for each Loan and assignments which is a Secured Loan in blank in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file form. Any such assignment may be made by blanket assignments for Secured Loans located in the appropriate recording offices the assignments to the Trustee on behalf same county, if permitted by applicable law. Any such Assignment of the Trust of each mortgage, deed of trust or security deed securing a Loan; provided, however, that the recording of such assignments Mortgage shall not be required if to be recorded only under the Trustee receives written confirmation from each of the Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that the recording of such assignments shall not be required if the Originator delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located circumstances described in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans as to which such assignments are not recorded.Section 5.15. ------------

Transfer of Loans. a. On or prior (a) Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser (A) the Loans and all Additional Balances thereafter arising, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies, and bankruptcy bonds relating to the Closing Dateforegoing, or and (C) all amounts payable after the Subsequent Transfer Cut-off Date in the case of Subsequent Loans, the Originator shall deliver the Loan Files to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Loan File to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale holders of the Loans in accordance with the terms thereof. In addition, Seller has delivered to the SellerPurchaser or the Custodian, as directed by the Purchaser, the Loan Schedule and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interest. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee documents listed on behalf of the Trust of each mortgage, deed of trust or security deed securing a LoanExhibit C; provided, however, that the recording of such assignments Purchaser does not assume the obligation under each Loan Agreement relating to a HELOC to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be required if obligated or permitted to fund any such Draws, it being agreed that the Trustee receives written confirmation from each 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 Principal Balances, as of the Rating Agencies 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 ratings corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Servicer of consideration therefor as provided in Section 3.16 of the Certificates would not be reduced or withdrawn Servicing Agreement and 3.05 of the Indenture. (b) Based on the Initial Certification of the Custodian, the Indenture Trustee acknowledges receipt by the failure Custodian of the documents identified in the Initial Certification and declares that the Custodian holds such documents and the other documents delivered to execute the Custodian constituting the applicable Loan Files, in trust for the exclusive use and file benefit of all present and future Noteholders. The Indenture Trustee acknowledges that it or the Custodian will maintain possession of the Loans and the Loan Files in the State of Illinois, as directed by the Purchaser, unless otherwise permitted by the Rating Agencies. (c) The Indenture Trustee agrees to deliver on the Closing Date to the Purchaser and the Servicer an Initial Certification from the Custodian (to the extent received by the Indenture Trustee from the Custodian). Based on its review and examination, and only as to the documents identified in such assignmentsInitial Certification, the Custodian, pursuant to the terms of the Custodial Agreement, will acknowledge that such documents appear regular on their face and relate to such Loan. Neither the Indenture Trustee nor the Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face; provided, however, that neither the recording Indenture Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of such assignments shall not be required if the Originator delivers an Opinion of Counsel party so endorsing, as noteholder or assignee thereof, in and to the effect that such Mortgage Note or (ii) any assignment and recordation is not necessary in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. Not later than 90 days after the Closing Date, upon receipt of a Final Certification from the Custodian provided for in the Custodial Agreement, the Indenture Trustee shall deliver to the Purchaser, the Seller and the Servicer such Final Certification, with any applicable exceptions noted thereon. (d) If, in the course of such review, the Indenture Trustee is notified by the Custodian that any document constituting a part of a Loan File does not meet the requirements of Exhibit C hereto, the Indenture Trustee shall cause the Custodian to list such as an exception in the Final Certification. (e) The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Loan an Eligible Substitute Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2(d), or (ii) purchase such Loan within 90 days from the date the Seller was notified of such defect in writing at the Repurchase Price of such Loan if such defect materially and adversely affects the value of the Originator's lien on the real property securing each Loan. c. If, as related Loan or interests of the Post-Funding Payment DateNoteholders or the Certificateholders; provided, however, that if the aggregate Scheduled Principal Balance cure, substitution or repurchase of Loans secured a Loan pursuant to this provision is required by real property located reason of a delay in Maryland ("Maryland Loans") exceeds 10% delivery of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to any documents by the appropriate recording offices office, then the assignments Seller shall be given 270 days from the Closing Date to cure such defect or substitute for, or repurchase such Loan; and further provided, that the Trustee on behalf Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trust Indenture Trustee or for the Servicer’s failure to record such Assignment of Mortgage, and the number of mortgages, deeds of trust Seller shall not be obligated to repurchase or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans cure any Loan as to which such assignments are Assignment of Mortgage is not recorded. The Indenture Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the Custodian. Any substitution shall not be effected prior to the additional delivery to the Indenture Trustee or the Custodian, of a Request for Release and the Loan File for any such Eligible Substitute Loan. The Repurchase Price for any such Loan shall be deposited by the Seller in the Payment Account on or prior to the Business Day immediately preceding such Payment Date in the month following the month of repurchase and, upon receipt of such deposit, the Custodian, pursuant to the terms of the Custodial Agreement, will release the related Loan File to the Seller and will execute and deliver at the Seller’s request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation and warranty or as shall be necessary to vest in the Seller, or its designee, the interest of the Purchaser, the Issuer, and the Indenture Trustee in any Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Loan which does not meet the requirements of this Section shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Purchaser and any Certificateholder against the Seller. (f) All of the Loan Files are being held pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Loan Files pursuant to Sections 1 and 2 hereof shall be performed by the Custodian. In connection with the assignment of any Loan registered on the MERS® System, the Indenture Trustee shall cause, at the Servicer’s expense, as soon as practicable after the Closing Date, the MERS® System to indicate that such Loans have been assigned by the Seller to the Indenture Trustee in accordance with this Loan Purchase Agreement, the Trust Agreement and the Indenture for the benefit of the Noteholders by including (or deleting, in the case of Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code “[IDENTIFY INDENTURE TRUSTEE SPECIFIC CODE]” in the field “[IDENTIFY THE FIELD NAME FOR INDENTURE TRUSTEE]” which identifies the Indenture Trustee and (b) the code “[IDENTIFY SERIES SPECIFIC CODE NUMBER]” in the field “Pool Field” which identifies the series of the Notes issued in connection with such Loans. Indenture Trustee agrees that it will not alter the codes referenced in this paragraph with respect to any Loan during the term of this Loan Purchase Agreement unless and until such Loan is repurchased in accordance with the terms of this Loan Purchase Agreement..

Transfer of Loans. a. On (a) Subject to Section 4.6(g) and 6.12 of this Agreement, Seller shall transfer to Buyer all of Seller's right, title and interest (including accrued but unpaid interest and collateral relating thereto) in those loans selected by Buyer, as detailed on Schedule 2.3(a) (the "Loans"). The Loans (as well as any lien or security interest related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law). (b) Seller and Buyer agree that Buyer will become the beneficiary of credit life insurance written on Loans and coverage will continue to be the obligation of the current insurer after the Closing Date and for the duration of such insurance as provided under the terms of the policy or certificate. If Buyer becomes the beneficiary of credit life insurance written on Loans, Seller and Buyer agree to cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such certificates of insurance after the Closing Date. After the Closing Date, Seller will promptly deliver to Buyer the proceeds of any credit life insurance relating to Loans inadvertently received by it. The parties' obligations in this Section 2.3(b) are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. (c) In connection with the transfer of any Loans requiring notice to the borrower and the servicer, Buyer and Seller will comply with all notice and reporting requirements of the loan documents or of any law or regulation. (d) All Loans will be transferred without any warranties or representations as to their collectability or the creditworthiness of any of the obligors of the Loans, except as set forth at Section 4.6 of this Agreement. (e) Promptly after the Closing Date, Buyer will at its expense issue new coupon books or other forms of payment identification for payment of Loans for which Seller provides coupon books, with instructions to utilize Buyer coupons or forms and to destroy coupons furnished by Seller. (f) After the Closing Date, Seller will forward to Buyer, Loan payments received by Seller. If the balance due on any Loan has been reduced by Seller as a result of a payment by check or other instrument received prior to the Closing Date, or and if such instrument is returned to Seller after the Subsequent Transfer Closing Date as uncollectable, an amount in the case of Subsequent Loans, the Originator cash equal to such reduction shall deliver the Loan Files be paid by Buyer to the Trustee. The Trustee shall maintain the Loan Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent Seller upon receipt by Buyer of the Trustee on behalf next Loan payments from such borrower, and Seller shall assign promptly all right, title and interest in such uncollectable item to Buyer. (g) As of the Certificateholders. The Trustee may release a Loan File Closing Date, Seller shall transfer and assign all files, documents and records related to the Servicer pursuant to Section 5.07. The Originator has filed a form UCC-1 financing statement regarding the sale of the Loans to the SellerBuyer, including such information held in electronic form, and shall file continuation statements Buyer will be responsible for maintaining and safeguarding all such materials in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect the security interest granted pursuant to Section 2.01. The Originator shall take any other actions necessary to maintain the perfection of such security interestaccordance with applicable law and sound banking practices. b. If at any time during the term of this Agreement the Originator does not have a long-term senior debt rating of A- or higher from each of S&P, Fitch (if rated by Fitch) and Duff & Xxxxxx (if rated by Xxxx & Xxxxxx), (i) the Originator shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Loan and assignments in recordable form of each mortgage, deed of trust or security deed securing a Loan, and (ii) the Trustee, at the Originator's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Loan; provided, however, that the recording of such assignments shall not be required if the Trustee receives written confirmation from each of the Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that the recording of such assignments shall not be required if the Originator delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing each Loan. c. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Loans secured by real property located in Maryland ("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, the Originator shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Loans as to which such assignments are not recorded.