Common use of Conveyance Clause in Contracts

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

Conveyance. The Seller with respect Subject to the terms and conditions of this Agreement, Seller Home Equity Loans agrees to convey and Purchaser agrees to purchase the Conduit Seller real estate consisting of the land located at 000 X. Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx, North Carolina, which is legally described on Exhibit A attached hereto (the “Land”), together with respect to (a) all buildings, structures and other improvements, utilities and fixtures thereon, including the Conduit Home Equity Loans each hereby bargainsBuilding (the “Improvements”), sellsand (b) all of Seller’s right, conveystitle and interest, assigns and transfers to the Depositorif any, in trustand to any air space, without recourse sub-terrain, roads, streets, alleys and for the exclusive benefit ways, public and private, serving any of the Owners of the Certificatessaid Land or Improvements, all of its Seller’s right, title and interest, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, or proposed to be opened or closed, in front of or adjoining any of said Land, and all other appurtenances, water lines, uses, licenses, rights, easements, rights-of-way, tenements and hereditaments incident thereto, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any award for damages to the Land and Improvements by reason of change of grade of any street (collectively, the “Appurtenant Rights”); (c) together with any and all rights of Seller in and to any and all Service Contracts (to the extent Purchaser elects or is required to assume the same pursuant to this Agreement), to the extent assignable; (d) all assignable operating licenses and/or permits held by Seller relating to the Land and Improvements, if any (“Permits”); (e) all assignable warranties and guaranties covering all or any part of the Land or the Improvements provided by any person, if any, in each case that are within Seller’s possession and control; and (f) all of Seller’s right, title and interest in and to (a) all principal collected fixtures, HVAC, generator and interest due on the Home Equity Loans on and after the Cut-Off Date and any other building operating systems and all other benefits accruing from tangible personal property used in the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf ownership and operation of the Trustee herewith, together with the related Home Equity Loan documents Land and the Depositor’s interest in any PropertyImprovements and more particularly described on Exhibit B hereto; (collectively, the “Related Rights”) (the Land, Improvements, Appurtenant Rights, and all payments thereon Related Rights hereinafter individually and proceeds of the conversion, voluntary or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating collectively referred to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan AssetsProperty”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documents.

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

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

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

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

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

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

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

Conveyance. The Seller with respect Mortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, in consideration of the uses and trusts (the “Trust”) established and continued by this Deed of Trust and in consideration of $10 and other valuable consideration paid before delivery of this Deed of Trust by each of Trustee and Mortgagee to Mortgagor, who hereby acknowledges its receipt and that it is reasonably equivalent value for this Deed of Trust and all other security and rights given by Mortgagor, Mortgagor does hereby GRANT, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER, CONFIRM and DELIVER unto Trustee and to Trustee’s successors or substitutes in the Trust, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases cover and pertain to the Seller Home Equity Loans Target Formation, including to such rights in and under the Conduit Seller with respect Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Conduit Home Equity Loans each hereby bargainsTarget Formation; but specifically excluding, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificateshowever, all of its rightMortgagor’s rights, title title, and interest interests in and to (ai) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”); and (ii) all principal collected personal property, fixtures and interest due equipment in or on or acquired or used in connection with the Home Equity Loans on and after ownership or operation of the Cut-Off Date and any and all other benefits accruing Xxxxx or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Home Equity Loans which Xxxxx, or the Depositor is causing to be delivered to disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Custodian on behalf of the Trustee herewithMortgaged Properties unto Trustee, together with the related Home Equity Loan documents and the DepositorTrustee’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary successors or involuntary, of the foregoing, and (b) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included substitutes in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the “Home Equity Loan Assets”). The DepositorTrust and Trustee’s or their assigns, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate. The Trustee acknowledges such sale, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with the provisions of the Operative Documentsforever.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Conveyance. The Seller with respect to the Seller Home Equity Loans and the Conduit Seller with respect to the Conduit Home Equity Loans each Depositor hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trustTrustee on behalf of the Trust, without recourse (except as otherwise provided herein) and for the exclusive benefit of the Owners of the Certificates, all of its rightrights, title and interest interests of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to the following: (a) all principal collected and interest due on the Home Equity Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Home Equity Loans listed in Schedule I to this Agreement, which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee concurrently herewith, together with the related Home Equity Loan documents Other Assets, including, without limitation, the related Servicing Files and other Records and the Depositor’s 's interest in any PropertyMortgaged Property securing a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure, all contract rights and general intangibles in respect of the foregoing, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, and ; (b) proceeds the rights and interests (but not the obligations) of Depositor in, to and under the Sale and Warranties Agreement and each of the Sale Agreements and each of the Assignment Agreements, (c) such amounts as may be held from time to time by the Securities Administrator in the Certificate Account, the Basis Risk Reserve Fund or any other accounts for the benefit of the Owners of the Certificates, together with all cash, securities, investments or other assets (including Eligible Investments) credited thereto including any investment earnings thereon, and such cash, securities, investments or other assets as may be held in any other Account, including the Collection Account and the Master Servicing Account; and (d) any and all Proceeds of all the foregoing (including, but not by way of limitation, any amounts relating to the Mortgage Loans received from the Sellers through the enforcement of the relevant provisions of the applicable Sale Agreement, all proceeds of any mortgage insurance, flood hazard insurance, hazard flood insurance and title insurance policy relating to the Home Equity Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). All of the items in clauses (a)-(d) above are collectively referred to pay the Certificates herein as specified herein (the “Home Equity Loan Assets”). The Depositor, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit of the Owners of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Trust Estate”. The Trustee acknowledges such sale, accepts the trusts Trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with to the provisions end that the interests of the Operative Documents.Owners may be adequately and effectively protected. REMIC I As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-I Interest will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the “Uncertificated REMIC I Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the 396th Distribution Date. None of the REMIC I Regular Interests will be certificated. Designation Uncertificated REMIC I Pass-Through Rate Uncertificated Principal Balance Corresponding Class of Certificates LT-A1A Variable(1) $41,204,500.00 A1A LT-A1B Variable(1) 7,895,000.00 A1B LT-A2 Variable(1) 8,664,500.00 A2 LT-M1 Variable(1) 3,851,000.00 M1 LT-M2 Variable(1) 1,123,000.00 X0 XX-X0 Variable(1) 321,000.00 X0 XX-X0 Variable(1) 321,000.00 X0 XX-X0 Variable(1) 321,000.00 B3 LT-ZZ(4) Variable(1) (2) N/A R-I (3) (3) N/A _____________

Conveyance. The Seller with respect (a) As of the Cut-off Date, the Depositor hereby sells, transfers, assigns, sets over and conveys, without recourse, to the Seller Home Equity Issuer for the benefit of the Owners, the Certificateholders and the Note Insurer, subject to the terms of this Agreement, all of the Depositor's right, title and interest in and to the Trust Estate, including the Mortgage Loans and the Conduit Seller with respect to Pooled Certificates and all principal and interest due on each such Mortgage Loan and Pooled Certificate after the Conduit Home Equity Loans each hereby bargainsrespective Cut-off Date; provided, sellshowever, conveys, assigns that the Depositor reserves and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Owners of the Certificates, retains all of its right, title and interest in and to (a) all principal collected and interest due on each such Mortgage Loan and Pooled Certificate and all prepayments collected on each Mortgage Loan on or prior to the Home Equity Loans on and after the respective Cut-Off Date off Date. In connection with such purchase, sale, transfer and assignment (i) pursuant to Section 2.1 of the Collateral Sale Agreement, the Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Collateral Sale Agreement, including without limitation, the delivery requirements, representations, warranties and the cure, repurchase or substitution obligations of the Seller under the Collateral Sale Agreement (including, all rights of the Depositor in and to the agreements listed in Exhibit E thereto) and the rights to enforce the representations and warrantees of sellers of the Mortgage Loans to the Seller, to the extent assignable and (ii) the Depositor hereby sells, transfers, assigns, sets over and conveys to the Issuer all of the Depositor's rights, title and interest in its rights and benefits, but subject to the obligations and burdens, under the Swap Agreements. It is the express intent of the parties hereto that the conveyance of the Trust Estate to the Issuer by the Depositor as provided in this Section 2.1 be, and be construed as, an absolute sale of the Trust Estate. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Estate by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Trust Estate is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Estate, then (w) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC as in effect in the State of New York; (x) the transfer of the assets provided for herein shall be deemed to be a grant by the Depositor to the Issuer of a security interest in all of the Depositor's right, title and interest in and to the Trust Estate and all other benefits accruing from amounts payable on the Home Equity Loans which the Depositor is causing to be delivered to the Custodian on behalf of the Trustee herewith, together Trust Estate in accordance with the related Home Equity Loan documents and the Depositor’s interest in any Property, terms thereof and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoingforegoing into cash, instruments, securities or other property; (y) the possession by the Issuer, the Indenture Trustee or their respective agents of the Mortgage Notes, Pooled Certificates and Swap Agreements and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC as in effect in the State of New York and the UCC of any other applicable jurisdiction; and (z) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (bas applicable) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay Issuer or the Certificates Indenture Trustee, as specified herein (the “Home Equity Loan Assets”). The Depositorapplicable, concurrently with the execution and delivery hereof, hereby bargains, sells, conveys, assigns and transfers to the Trustee for the benefit purpose of perfecting such security interest under applicable law. Any assignment of the Owners of the Certificates, without recourse, all the right, title and interest of the Issuer to the Indenture Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in and to the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Depositor and the Indenture Trustee acknowledges such sale, accepts at the trusts hereunder in accordance with the provisions hereof direction and agrees to perform the duties herein in accordance with the provisions expense of the Operative DocumentsDepositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Indenture Trustee shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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