Common use of Additional Transfers Clause in Contracts

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date.

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the TrustTrust for the Series 2002-D Subtrust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust for the Series 2002-D Subtrust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date.

Additional Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of the related Additional Transfer Agreement, in consideration of the Trustee's delivery on each Additional Transfer Date to or upon the order of the Seller of all or a portion of the balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee, all of the Seller's right, title and interest in and to each related Additional Mortgage Loan listed in the Mortgage Loan Schedule delivered by the Seller on such Additional Transfer Date for inclusion in the related Loan Group, including (i) the related Principal Balance, all interest payments due after the related Cut-off Date and all collections in respect of principal received after such Cut-off Date; (ii) any real property that secured such Additional Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Additional Mortgage Loan; and (iv) all proceeds of the foregoing to the Trustee. The Depositor may sell transfer by the Seller to the Trustee of the Additional Mortgage Loans set forth in the Mortgage Loan Schedule shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Additional Mortgage Loans and the other property specified in this Section 2.10 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trustee as of each Additional Home Equity Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Additional Mortgage Loans on any Subsequent Closing Date designated by and all other property conveyed to the Depositor by the Latest Subsequent Closing DateTrustee pursuant to this Section 2.10 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor amount released from the Pre-Funding Account shall notify be one hundred percent (100%) of the Owner Trustee, aggregate of the Indenture Trustee, applicable Cut-off Date Principal Balances of the Credit Enhancer, and each Rating Agency Additional Mortgage Loans so transferred. (b) The Trustee shall withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of its designation the aggregate of a Subsequent Closing the applicable Cut-off Date at least one Business Day in advance. On each Subsequent Closing Date Principal Balances of the Depositor shall deliver a Transfer Document Additional Mortgage Loans so transferred to the Owner Trustee Trust and use such cash to purchase the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee, and the Indenture Trustee shall pay, Additional Mortgage Loans on behalf of the Trust, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: (i) the Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Mortgage Loans to be sold to the order of Trust and the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the aggregate Cut-off Date Asset Principal Balance specified of such Mortgage Loans; (ii) the Seller shall have deposited in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse Collection Account (subject to Sections 2.02 and 2.04A) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it principal collected after the relevant Subsequent such Cut-off Date (excluding and interest payments due by the Subsequent after such Cut-off Date but collected on or before such Cut-off Date in respect of each Additional Mortgage Loan and (B) the related Additional Cut-off Date Deposit; (iii) the Seller shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Additional Transfer Date, the Seller was not insolvent, nor would it be made insolvent by such transfer, nor was it aware of any pending insolvency of the Seller; (iv) the Pre-Funding Period shall not have ended; (v) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and all proceeds in the related Additional Transfer Agreement; (vi) the Seller shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the foregoing. This transfer Seller pursuant to Section 2.04 hereof and Section 2.08 hereof are true and correct with respect to the Trust is Seller and the Additional Mortgage Loans, as applicable, as of the Additional Transfer Date; (vii) the Seller shall have provided the Rating Agencies, the Certificate Insurer and the Trustee with an Opinion of Counsel relating to the Owner Trustee, on behalf sale of the TrustAdditional Mortgage Loans to the Trustee; (viii) the Trust shall not purchase an Additional Mortgage Loan unless the Seller obtains the prior written consent of the Certificate Insurer and each Rating Agency, which consent, in the case of the Certificate Insurer shall be subject to the provisions of subsection (e) below; (ix) [reserved]; and (x) in connection with the transfer and assignment of the Additional Mortgage Loans, the Seller shall satisfy the document delivery requirements set forth in Section 2.01 hereof. (c) In connection with each Additional Transfer Date and on the related Distribution Date, the Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement and (ii) any other necessary matters in connection with the administration of the related Pre-Funding Account and Capitalized Interest Account. In the event that any amounts are released by the Trustee from a Pre-Funding Account or from a Capitalized Interest Account as a result of calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay such amounts to the Trustee. (d) The Trustee shall acknowledge receipt on each reference Additional Transfer Date of the Additional Mortgage Loans delivered to it on such date and within five Business Days after such receipt shall, as specified in this Agreement Section 2.01 hereof, review the documents required to this transfer be delivered pursuant to Section 2.01 hereof (or shall cause such documents to be construed accordingly. The Depositor reviewed) and shall also deliver to the Owner TrusteeSeller, the Indenture TrusteeDepositor and the Master Servicer, with respect to such Additional Mortgage Loans, a certification substantially similar to the one prepared by the Trustee pursuant to the second paragraph of Section 2.02 hereof. After the delivery of each such certification, the Trustee shall provide to the Master Servicer, the Seller and the Depositor, no less frequently than quarterly, updated certifications, indicating the then current status of exceptions to the Mortgage Files of the related Additional Mortgage Loans until all such exceptions have been eliminated. (e) With respect to any Additional Transfer Date which is at least three weeks prior to the end of the Pre-Funding Period, the Certificate Insurer may condition its consent to the purchase of any Additional Mortgage Loans on retaining the option to review, for a period of two weeks from the applicable Additional Transfer Date, the applicable Additional Mortgage Loans to determine whether such Additional Mortgage Loans are Qualified Additional Mortgage Loans. Upon notification by the Certificate Insurer to the Trustee and the Seller that any such Additional Mortgage Loan delivered by the Seller does not constitute a "Qualified Additional Mortgage Loan" within the meaning of this Agreement, the Seller shall, subject to the limitations specified in the last sentence of this Section 2.10(e), repurchase such Additional Mortgage Loan at the Purchase Price or substitute one or more Mortgage Loans which are acceptable to the Certificate Insurer for the affected Additional Mortgage Loan, in each case on or before the last day of the Pre-Funding Period. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Seller the Additional Mortgage Loan to be released pursuant hereto in the same manner, and on the Credit Enhancer by same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty. In no event shall the Opinion Delivery Certificate Insurer require the Seller to repurchase, or substitute for, Additional Mortgage Loans pursuant to this Section 2.10(e) in an aggregate amount greater than 10% of the aggregate Cut-off Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer Principal Balance of the Additional Home Equity Mortgage Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside delivered on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing applicable Additional Transfer Date.

Additional Transfers. The Depositor may sell (a) Subject to the Trust satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of the related Additional Home Equity Loans Transfer Agreement, in consideration of the Indenture Trustee's delivery on any Subsequent Closing each Additional Transfer Date designated by to or upon the Depositor by order of the Latest Subsequent Closing Date. The Depositor Issuer of all or a portion of the balance of funds in the Pre-Funding Account, the Issuer shall notify the Owner Trustee, on such Additional Transfer Date Grant to the Indenture Trustee, for the Credit Enhancerexclusive benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to each Rating Agency related Additional Mortgage Asset listed in the Schedule of its designation Mortgage Assets attached to such Additional Transfer Agreement delivered by the Issuer on such Additional Transfer Date for inclusion in the Trust Estate, including all property acquired in respect of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document Mortgage Assets, including the related Mortgage Asset Documents and all Monthly Payments that have not been received prior to the Owner Trustee Additional Transfer Date, as applicable, regardless of the Due Date for such Monthly Payment and all proceeds in any way derived from any of the Officer's Certificate referred to in Section 2.01(c)(ixforegoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all insurance proceeds and condemnation awards. (b) to the Owner Trustee and the Indenture Trustee, and the The Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, withdraw from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price Pre-Funding Account funds in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside Mortgage Assets to be pledged to the Indenture Trustee and deliver such cash to, or at the direction of, the Issuer for the purchase of the Additional Mortgage Assets by the Issuer from the Grantor only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: (i) the relevant Subsequent Closing Issuer shall have provided the Indenture Trustee with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Mortgage Assets to be pledged to the Indenture Trustee and the Aggregate Principal Balance of such Additional Mortgage Assets; (ii) the Issuer shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Additional Transfer Date, the Grantor was not insolvent, nor would it be made insolvent by the sale of such Additional Mortgage Assets to the Issuer, nor was it aware of any pending insolvency of the Grantor; (iii) the Pre-Funding Period shall not have ended; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and any earnings in the related Additional Transfer Agreement; (v) the Issuer shall have delivered an Officer's Certificate to the Indenture Trustee confirming that the representations and warranties of the Issuer pursuant to Section 3.11 hereof are true and correct with respect to the Additional Mortgage Assets as of the Additional Transfer Date; (vi) At the end of the Pre-Funding Period, the addition of the Additional Mortgage Assets to the Trust will not cause the Mortgage Assets in the aggregate to fail to meet the following requirements: (i) no more than [___]% of the Mortgage Assets may have obligors in bankruptcy or similar proceedings; (ii) none of the Mortgage Assets may be over 60 days delinquent; (iii) no Mortgage Asset may have a remaining term to maturity less than 120 months or greater than 360 months; (iv) no Mortgage Asset may have a Coupon Rate greater than [____]% or less than [___]% and the weighted average Coupon Rate for the Mortgage Assets must be at least [___]%; (v) no more than [___]% of the Mortgage Assets may be secured by homes that have been repossessed and resold; (vi) no State may account for more than [___]% of the Mortgage Assets; (vii) units that are at least "90% complete" must account for at least [__]% of the Accounts; and (viii) no more than [___]% of the Mortgage Assets may be subject, at the time of purchase by the Issuer, to the interest rate limitations and other provisions of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended; and (vii) in connection with the pledge of the Additional Mortgage Assets, the Issuer shall have delivered all the documents referred to in the definition of the term Mortgage Asset Documents. (c) The Indenture Trustee shall acknowledge receipt on those funds since each Additional Transfer Date of the relevant Subsequent Closing DateAdditional Mortgage Assets delivered to it on such date and within five Business Days after such receipt shall, as specified in Section 3.12 hereof, review the Mortgage Asset Documents required to be delivered pursuant to this Indenture (or shall cause such documents to be reviewed).

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the TrustTrust for the Series 2002-E Subtrust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust for the Series 2002-E Subtrust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date.

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, [the Credit Enhancer, ,] and each Rating Agency of its designation of a Subsequent Closing Date at least one [one] Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee. The Depositor shall also deliver to the Owner Trustee, [and] the Indenture Trustee, [and the Credit Enhancer] on each Subsequent Closing Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. Also on each Subsequent Closing Date, the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document Document, completion of the conditions described in this Section 2.01 and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date.

Additional Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of the related Additional Transfer Agreement, in consideration of the Trustee's delivery on each Additional Transfer Date to or upon the order of the Seller of all or a portion of the balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee, all of the Seller's right, title and interest in and to each related Additional Mortgage Loan listed in the Mortgage Loan Schedule delivered by the Seller on such Additional Transfer Date for inclusion in the related Loan Group, including (i) the related Loan Balance, all interest payments due after the related Cut-off Date and all collections in respect of principal received after such Cut-off Date; (ii) any real property that secured such Additional Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Additional Mortgage Loan; and (iv) all proceeds of the foregoing to the Trustee. The Depositor may sell transfer by the Seller to the Trustee of the Additional Mortgage Loans set forth in the Mortgage Loan Schedule shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Additional Mortgage Loans and the other property specified in this Section 2.10 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trustee as of each Additional Home Equity Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Additional Mortgage Loans on any Subsequent Closing Date designated by and all other property conveyed to the Depositor by the Latest Subsequent Closing DateTrustee pursuant to this Section 2.10 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor amount released from the Pre-Funding Account shall notify be one hundred percent (100%) of the Owner Trustee, aggregate of the Indenture Trustee, applicable Cut-off Date Principal Balances of the Credit Enhancer, and each Rating Agency Additional Mortgage Loans so transferred. (b) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of its designation the aggregate of a Subsequent Closing the applicable Cut-off Date at least one Business Day in advance. On each Subsequent Closing Date Principal Balances of the Depositor shall deliver a Transfer Document Additional Mortgage Loans so transferred to the Owner Trustee Trust and use such cash to purchase the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee, and the Indenture Trustee shall pay, Additional Mortgage Loans on behalf of the Trust, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: (i) the Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Mortgage Loans to be sold to the order of Trust and the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the aggregate Cut-off Date Asset Principal Balance specified of such Mortgage Loans; (ii) the Seller shall have deposited in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse Collection Account (subject to Sections 2.02 and 2.04A) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it principal collected after the relevant Subsequent such Cut-off Date (excluding and interest payments due by the Subsequent after such Cut-off Date but collected on or before such Cut-off Date in respect of each Additional Mortgage Loan and (B) the related Additional Cut-off Date Deposit; (iii) the Seller shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Additional Transfer Date, the Seller was not insolvent, nor would it be made insolvent by such transfer, nor was it aware of any pending insolvency of the Seller; (iv) the Pre-Funding Period shall not have ended; (v) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and all proceeds in the related Additional Transfer Agreement; (vi) the Seller shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the foregoing. This transfer Seller pursuant to Section 2.04 hereof and Section 2.08 hereof are true and correct with respect to the Trust is Seller and the Additional Mortgage Loans, as applicable, as of the Additional Transfer Date; (vii) the Seller shall have provided the Rating Agencies, the Certificate Insurer and the Trustee with an Opinion of Counsel relating to the Owner Trustee, on behalf sale of the TrustAdditional Mortgage Loans to the Trustee; (viii) the Trust shall not purchase an Additional Mortgage Loan unless the Seller obtains the prior written consent of the Certificate Insurer and each Rating Agency, which consent, in the case of the Certificate Insurer shall be subject to the provisions of subsection (e) below; (ix) [reserved]; and (x) in connection with the transfer and assignment of the Additional Mortgage Loans, the Seller shall satisfy the document delivery requirements set forth in Section 2.01 hereof. (c) In connection with each Additional Transfer Date and on the related Distribution Date, the Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement and (ii) any other necessary matters in connection with the administration of the related Pre-Funding Account and Capitalized Interest Account. In the event that any amounts are released by the Trustee from a Pre-Funding Account or from a Capitalized Interest Account as a result of calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay such amounts to the Trustee. (d) The Trustee shall acknowledge receipt on each reference Additional Transfer Date of the Additional Mortgage Loans delivered to it on such date and within five Business Days after such receipt shall, as specified in this Agreement Section 2.01 hereof, review the documents required to this transfer be delivered pursuant to Section 2.01 hereof (or shall cause such documents to be construed accordingly. The Depositor reviewed) and shall also deliver to the Owner TrusteeSeller, the Indenture TrusteeDepositor and the Master Servicer, with respect to such Additional Mortgage Loans, a certification substantially similar to the one prepared by the Trustee pursuant to the second paragraph of Section 2.02 hereof. After the delivery of each such certification, the Trustee shall provide to the Master Servicer, the Seller and the Depositor, no less frequently than quarterly, updated certifications in the form attached hereto as Exhibit [F-3], indicating the then current status of exceptions to the Mortgage Files of the related Additional Mortgage Loans until all such exceptions have been eliminated. (e) With respect to any Additional Transfer Date which is at least three weeks prior to the end of the Pre-Funding Period, the Certificate Insurer may condition its consent to the purchase of any Additional Mortgage Loans on retaining the option to review, for a period of two weeks from the applicable Additional Transfer Date, the applicable Additional Mortgage Loans to determine whether such Additional Mortgage Loans are Qualified Additional Mortgage Loans. Upon notification by the Certificate Insurer to the Trustee and the Seller that any such Additional Mortgage Loan delivered by the Seller does not constitute a "Qualified Additional Mortgage Loan" within the meaning of this Agreement, the Seller shall, subject to the limitations specified in the last sentence of this Section 2.10(e), repurchase such Additional Mortgage Loan at the Purchase Price or substitute one or more Mortgage Loans which are acceptable to the Certificate Insurer for the affected Additional Mortgage Loan, in each case on or before the last day of the Pre-Funding Period. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Seller the Additional Mortgage Loan to be released pursuant hereto in the same manner, and on the Credit Enhancer by same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty. In no event shall the Opinion Delivery Certificate Insurer require the Seller to repurchase, or substitute for, Additional Mortgage Loans pursuant to this Section 2.10(e) in an aggregate amount greater than 10% of the aggregate Cut-off Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer Principal Balance of the Additional Home Equity Mortgage Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside delivered on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing applicable Additional Transfer Date.

Additional Transfers. The Depositor may sell (a) Subject to the Trust satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of the related Additional Home Equity Loans Transfer Agreement, in consideration of the Indenture Trustee's delivery on any Subsequent Closing each Additional Transfer Date designated by to or upon the Depositor by order of the Latest Subsequent Closing Date. The Depositor Issuer of all or a portion of the balance of funds in the Pre-Funding Account, the Issuer shall notify the Owner Trustee, on such Additional Transfer Date Grant to the Indenture Trustee, for the Credit Enhancerexclusive benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to each Rating Agency related Additional Account listed in the Schedule of its designation Accounts attached to such Additional Transfer Agreement delivered by the Issuer on such Additional Transfer Date for inclusion in the Trust Estate, including all property acquired in respect of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document Accounts, including the related Account Documents and all Monthly Payments that have not been received prior to the Owner Trustee Additional Transfer Date, as applicable, regardless of the Due Date for such Monthly Payment and all proceeds in any way derived from any of the Officer's Certificate referred to in Section 2.01(c)(ixforegoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all insurance proceeds and condemnation awards. (b) to the Owner Trustee and the Indenture Trustee, and the The Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, withdraw from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price Pre-Funding Account funds in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside Accounts to be pledged to the Indenture Trustee and deliver such cash to, or at the direction of, the Issuer for the purchase of the Additional Accounts by the Issuer from the Grantor only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: (i) the relevant Subsequent Closing Issuer shall have provided the Indenture Trustee with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Accounts to be pledged to the Indenture Trustee and the Aggregate Principal Balance of such Additional Accounts; (ii) the Issuer shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Additional Transfer Date, the Grantor was not insolvent, nor would it be made insolvent by the sale of such Additional Accounts to the Issuer, nor was it aware of any pending insolvency of the Grantor; (iii) the Pre-Funding Period shall not have ended; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and any earnings in the related Additional Transfer Agreement; (v) the Issuer shall have delivered an Officer's Certificate to the Indenture Trustee confirming that the representations and warranties of the Issuer pursuant to Section 3.11 hereof are true and correct with respect to the Additional Accounts as of the Additional Transfer Date; (vi) At the end of the Pre-Funding Period, the addition of the Additional Accounts to the Trust will not cause the Accounts in the aggregate to fail to meet the following requirements: (i) no more than 0.50% of the Accounts may have obligors in bankruptcy or similar proceedings; (ii) none of the Accounts may be over 60 days delinquent; (iii) no Account may have a remaining term to maturity less than 120 months or greater than 360 months; (iv) no Account may have a Coupon Rate greater than 11.50% or less than 7.25% and the weighted average Coupon Rate for the Accounts must be at least 8.75%; (v) no more than 1.00% of the Accounts may be secured by homes that have been repossessed and resold; (vi) no State may account for more than 35.00% of the Accounts; (vii) "90% complete" units must account for at least 87.25% of the Accounts; and (viii) no more than 0.50% of the Accounts may be subject, at the time of purchase by the Issuer, to the interest rate limitations and other provisions of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended; and (vii) in connection with the pledge of the Additional Accounts, the Issuer shall have delivered all the documents referred to in the definition of the term Account Documents. (c) The Indenture Trustee shall acknowledge receipt on those funds since each Additional Transfer Date of the relevant Subsequent Closing DateAdditional Accounts delivered to it on such date and within five Business Days after such receipt shall, as specified in Section 3.12 hereof, review the Account Documents required to be delivered pursuant to this Indenture (or shall cause such documents to be reviewed).

Additional Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of the related Additional Transfer Agreement, in consideration of the Trustee's delivery on each Additional Transfer Date to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on such Additional Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee, all of the Depositor's right, title and interest in and to each related Additional Mortgage Asset listed in the Schedule of Mortgage Assets delivered by the Depositor on such Additional Transfer Date, including (i) the related Principal Balance, all finance charges due after the related Additional Transfer Date and all collections in respect of principal received after such Additional Transfer Date; (ii) any real property that secured such Additional Mortgage Asset and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Additional Mortgage Asset; and (iv) all proceeds of the foregoing to the Trustee. The transfer by the Depositor may sell to the Trustee of the Additional Mortgage Assets set forth in the Schedule of Mortgage Assets shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Depositor to the Trust. If the assignment and transfer of the Additional Mortgage Assets and the other property specified in this Section 2.08 from the Depositor to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor by intends that the Latest Subsequent Closing Date. The Depositor rights and obligations of the parties shall notify be established pursuant to the Owner Trusteeterms of this Agreement and that, the Indenture Trusteein such event, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date (i) the Depositor shall deliver a Transfer Document be deemed to have granted and does hereby grant to the Owner Trustee as of each Additional Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Officer's Certificate referred to Depositor in Section 2.01(c)(ix) and to the Owner related Additional Mortgage Assets and all other property conveyed to the Trustee pursuant to this Section 2.08 and the Indenture Trusteeall proceeds thereof, and the Indenture (ii) this Agreement shall constitute a security agreement under applicable law. (b) The Trustee shall pay, withdraw from the Pre-Funding Account funds in an amount equal to the purchase price for the Additional Mortgage Assets so transferred to the Trust and use such cash to purchase the Additional Mortgage Assets on behalf of the Trust, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: (i) the Depositor shall have provided the Trustee with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Mortgage Assets to be sold to the order Trust and the aggregate Principal Balance of such Mortgage Assets as of the Additional Transfer Date; (ii) the Depositor shall have deposited in the Collection Account all principal collected after such Additional Transfer Date and finance charges due after such Additional Transfer Date but collected on or before such Additional Transfer Date in respect of each Additional Mortgage Asset; (iii) the Depositor shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Additional Transfer Date, the Depositor was not insolvent, nor would it be made insolvent by such transfer, nor was it aware of any pending insolvency of the Depositor; (iv) the Pre-Funding Period shall not have ended; (v) the Depositor shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Additional Transfer Agreement; (vi) At the end of the Pre-Funding Period, from the addition of the Additional Loan Account, Mortgage Assets to the Trust will not cause the Mortgage Assets in the aggregate to fail to meet the following requirements: (i) no more than [___]% of the Mortgage Assets may have obligors in bankruptcy or similar proceedings; (ii) none of the Mortgage Assets may be over 60 days delinquent; (iii) no Mortgage Asset may have a remaining term to maturity less than 120 months or greater than 360 months; (iv) no Mortgage Asset may have a Coupon Rate greater than [___]% or less than [___]% and set aside in an account under its control the weighted average Coupon Rate for the benefit Mortgage Assets must be at least [___]%; (v) no more than [___]% of the Mortgage Assets may be secured by homes that have been repossessed and resold; (vi) no State may account for more than [___]% of the Mortgage Assets; (vii) units that are at least "90% complete" must account for at least [___]% of the Accounts; and (viii) no more than [___]% of the Mortgage Assets may be subject, at the time of purchase by the Issuer, to the interest rate limitations and other provisions of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended; (vii) the Depositor shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Depositor for later delivery pursuant to Section 2.04 hereof and Section 2.06 hereof are true and correct with respect to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in Depositor and the Additional Loan Account. Upon delivery Mortgage Assets, as applicable, as of the Additional Transfer Document Date; and (viii) in connection with the transfer and payment assignment of the purchase priceAdditional Mortgage Assets, the Depositor hereby transfers to shall satisfy the Trust without recourse document delivery requirements set forth in Section 2.01 hereof. (subject to Sections 2.02 and 2.04c) all of its right, title, and interest in In connection with each Additional Home Equity Loan identified Transfer Date and on the related Distribution Date, the Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Earnings for such Distribution Date in accordance with the Transfer Document, including its Asset Balance provisions of this Agreement and (including all Additional Balancesii) any other necessary matters in connection with the administration of the Pre-Funding Account and all collections received on it after Capitalized Interest Account. In the relevant Subsequent Cut-off Date (excluding payments due event that any amounts are released by the Subsequent CutTrustee from the Pre-off Date) and all proceeds Funding Account or from the Capitalized Interest Account as a result of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trusteecalculation error, the Indenture TrusteeTrustee shall not be liable therefor, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date Depositor shall immediately repay such amounts to the effect that a court in a bankruptcy context addressing the transfer Trustee. (d) The Trustee shall acknowledge receipt on each Additional Transfer Date of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, Assets delivered to it on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Datesuch date.

Additional Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of the related Additional Transfer Agreement, in consideration of the Trust Administrator's delivery on each Additional Transfer Date to or upon the order of the Seller of all or a portion of the balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee, all of the Seller's right, title and interest in and to each related Additional Mortgage Loan listed in the Mortgage Loan Schedule delivered by the Seller on such Additional Transfer Date for inclusion in the Related Loan Group, including (i) the related Loan Balance, all interest payments due after the related Cut-off Date and all collections in respect of principal received after such Cut-off Date; (ii) any real property that secured such Additional Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Additional Mortgage Loan; and (iv) all proceeds of the foregoing. The Depositor may sell transfer by the Seller of the Additional Mortgage Loans set forth in the Mortgage Loan Schedule shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Additional Mortgage Loans and the other property specified in this Section 2.12 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trustee as of each Additional Home Equity Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Additional Mortgage Loans on any Subsequent Closing Date designated by and all other property conveyed to the Depositor by the Latest Subsequent Closing DateTrustee pursuant to this Section 2.12 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor amount released from the related Pre-Funding Accounts shall notify be one hundred percent (100%) of the Owner Trustee, aggregate of the Indenture Trustee, applicable Cut-off Date Loan Balances of the Credit Enhancer, and each Rating Agency Additional Mortgage Loans so transferred. (b) The Trust Administrator shall distribute from the related Pre-Funding Accounts funds in an amount equal to one hundred percent (100%) of its designation the aggregate of a Subsequent Closing the applicable Cut-off Date at least one Business Day in advance. On each Subsequent Closing Date Loan Balances of the Depositor shall deliver a Transfer Document Additional Mortgage Loans so transferred to the Owner Trustee Trust and use such cash to purchase the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee, and the Indenture Trustee shall pay, Additional Mortgage Loans on behalf of the Trust, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to each Additional Transfer Date: i. the Seller shall have provided the Trust Administrator, the Trustee, the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to such Additional Transfer Date and shall designate the Additional Mortgage Loans to be sold to the order of Trust and the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the aggregate Cut-off Date Asset Loan Balance specified of such Mortgage Loans; ii. the Seller shall have deposited in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse Collection Account (subject to Sections 2.02 and 2.04A) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it principal collected after the relevant Subsequent related Cut-off Date (excluding and interest payments due by the Subsequent after such Cut-off DateDate but collected on or before such Cut-off Date in respect of each Additional Mortgage Loan and (B) and all proceeds of the foregoingrelated Additional Cut-off Date Deposit; iii. This transfer the Seller shall have delivered an Officer's Certificate to the Trust is Administrator confirming that, as of each Additional Transfer Date, the Seller was not insolvent, nor would it be made insolvent by such transfer, nor was it aware of any pending insolvency of the Seller; iv. the Pre-Funding Period shall not have ended; v. the Seller shall have delivered to the Owner TrusteeTrust Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Additional Transfer Agreement; vi. the Seller shall have delivered an Officer's Certificate to the Trust Administrator confirming that the representations and warranties of the Seller pursuant to Section 2.07 hereof and Section 2.08 hereof are true and correct with respect to the Seller and the Additional Mortgage Loans, as applicable, as of the Additional Transfer Date; vii. the Seller shall have provided the Rating Agencies, the Certificate Insurer, the Trust Administrator and the Trustee with an Opinion of Counsel relating to the sale of the Additional Mortgage Loans to the Trust; viii. the Trust shall not purchase a Additional Mortgage Loan unless the Seller obtains the prior written consent of the Certificate Insurer and each Rating Agency; and ix. in connection with the transfer and assignment of the Additional Mortgage Loans, the Seller shall satisfy the document delivery requirements set forth in Section 2.04 hereof. (c) In connection with each Additional Transfer Date and on the related Distribution Date, the Trust Administrator shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirements and Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Accounts and Capitalized Interest Accounts. In the event that any amounts are released by the Trust Administrator from a Pre-Funding Account or from a Capitalized Interest Account as a result of calculation error, the Trust Administrator shall not be liable therefor, and the Seller shall immediately repay such amounts to the Trust Administrator. (d) The Trust Administrator, on behalf of the TrustTrustee, shall acknowledge receipt on each Additional Transfer Date of the Additional Mortgage Loans delivered to it on such date and each reference within five Business Days after such receipt shall, as specified in this Agreement Section 2.04 hereof, review the documents required to this transfer be delivered pursuant to Section 2.04 hereof (or shall cause such documents to be construed accordingly. The Depositor reviewed) and shall also deliver to the Owner TrusteeSeller, the Indenture TrusteeDepositor, the Trustee and the Credit Enhancer Servicer, with respect to such Additional Mortgage Loans, a certification substantially similar to the one prepared by the Opinion Delivery Date an opinion of counsel relating Trust Administrator pursuant to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing DateSection 2.05 hereof.

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the TrustTrust for the Series 2002-C Subtrust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust for the Series 2002-C Subtrust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date.

Additional Transfers. The Depositor may sell to the Trust Additional Home Equity Loans for the related Loan Group on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Dateon or before [______], 20[__]. The Depositor shall notify the Owner Trustee, the Indenture Trustee, [the Credit Enhancer, ,] and each Rating Agency of its designation of a Subsequent Closing Date at least one [one] Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(c)(ix) to the Owner Trustee and the Indenture Trustee, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, [and the Credit Enhancer by the Opinion Delivery Date Enhancer] on each Subsequent Closing Date, an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending. On the day the revised Mortgage Loan Schedule and that opinion of counsel are deliveredAlso on each Subsequent Closing Date, the Indenture Trustee shall deliverpay to the order of the Depositor from the relevant Additional Loan Account the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the relevant Additional Loan Account. Upon delivery of the Transfer Document, completion of the conditions described in this Section 2.01 and payment of the purchase price, the Depositor hereby transfers, assigns, sets over and otherwise conveys to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title and interest in and to each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections in respect thereof received after the relevant Subsequent Cut-off Date (excluding payments due on or before the Subsequent Cut-off Date) and all proceeds of the foregoing. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Datesuch transfer, assignment, set-over and any earnings on those funds since the relevant Subsequent Closing Dateconveyance shall be construed accordingly.