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 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.

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 (a) Subject to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by satisfaction of the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, conditions set forth in Article II hereof 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 paragraph (b) below and pursuant 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 terms of the Trustrelated Additional Transfer Agreement, in consideration of the Trust Administrator's delivery on each Additional Transfer Date to or upon the order of the Depositor, from Seller of all or a portion of the Additional Loan balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and set aside in an account under its control for otherwise convey without recourse to the benefit Trustee, all of the Depositor 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 later delivery to inclusion in the DepositorRelated Loan Group, including (i) the purchase price in an amount equal to related Loan Balance, all interest payments due after the related 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 in respect of principal received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent 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. This The 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 is to Trust. If the Owner Trustee, on behalf of the Trust, assignment 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 Mortgage Loans would characterize and the transfer as 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 rather than as or is held or deemed to be a secured lending. On the day the revised Mortgage Loan Schedule and that opinion pledge of counsel are deliveredsecurity for a loan, the Indenture Trustee shall deliver, on behalf Seller intends that the rights and obligations of the Trust, parties shall be established pursuant to the order 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 Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor Seller in and to the funds for related Additional Mortgage Loans and all other property conveyed to the purchase price for Trustee pursuant to this Section 2.12 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released from the related Pre-Funding Accounts shall be one hundred percent (100%) of the aggregate of the applicable Cut-off Date Loan Balances of the Additional Home Equity Mortgage Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Dateso transferred.

Additional Transfers. The Depositor may sell (a) Subject to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by satisfaction of the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, conditions set forth in Article II hereof 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 paragraph (b) below and pursuant 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 terms of the Trustrelated Additional Transfer Agreement, to the order in consideration 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 Trustee's 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 on 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 or upon the order of the Depositor of all or a portion of the balance of funds for in the purchase price for 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 to the Trustee of the Additional Home Equity Loans Mortgage Assets set aside on forth in the relevant Subsequent Closing DateSchedule 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 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 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 Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Additional Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Additional Mortgage Assets and all other property conveyed to the Trustee pursuant to this Section 2.08 and all proceeds thereof, and any earnings on those funds since the relevant Subsequent Closing Date(ii) this Agreement shall constitute a security agreement under applicable law.

Additional Transfers. The Depositor may sell (a) Subject to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by satisfaction of the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, conditions set forth in Article II hereof 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 paragraph (b) below and pursuant 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 terms of the Trustrelated Additional Transfer Agreement, in consideration of the Trustee's delivery on each Additional Transfer Date to or upon the order of the Depositor, from Seller of all or a portion of the Additional Loan balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and set aside in an account under its control for otherwise convey without recourse to the benefit Trustee, all of the Depositor 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 later delivery to inclusion in the Depositorrelated Loan Group, including (i) the purchase price in an amount equal to related Principal Balance, all interest payments due after the related Cut-off Date Asset Balance 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 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 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 Seller to the Trust without recourse 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, (subject i) the Seller shall be deemed to Sections 2.02 have granted and 2.04) all does hereby grant to the Trustee as of its each Additional Transfer Date a perfected, first priority security interest in the entire right, titletitle and interest of the Seller in and to the related Additional Mortgage Loans and all other property conveyed to the Trustee pursuant to this Section 2.10 and all proceeds thereof, and interest in each Additional Home Equity Loan identified in (ii) this Agreement shall constitute a security agreement under applicable law. The amount released from the Transfer Document, including its Asset Balance Pre-Funding Account shall be one hundred percent (including all Additional Balances100%) and all collections received on it after of the relevant Subsequent aggregate of the applicable 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 Principal Balances 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 on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Dateso transferred.

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 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. The Depositor may sell (a) Subject to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by satisfaction of the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, conditions set forth in Article II hereof 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 paragraph (b) below and pursuant 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 terms of the Trustrelated Additional Transfer Agreement, in consideration of the Trustee's delivery on each Additional Transfer Date to or upon the order of the Depositor, from Seller of all or a portion of the Additional Loan balance of funds in the related Pre-Funding Account, the Seller shall on such Additional Transfer Date sell, transfer, assign, set over and set aside in an account under its control for otherwise convey without recourse to the benefit Trustee, all of the Depositor 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 later delivery to inclusion in the Depositorrelated Loan Group, including (i) the purchase price in an amount equal to related Loan Balance, all interest payments due after the related Cut-off Date Asset Balance 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 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 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 Seller to the Trust without recourse 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, (subject i) the Seller shall be deemed to Sections 2.02 have granted and 2.04) all does hereby grant to the Trustee as of its each Additional Transfer Date a perfected, first priority security interest in the entire right, titletitle and interest of the Seller in and to the related Additional Mortgage Loans and all other property conveyed to the Trustee pursuant to this Section 2.10 and all proceeds thereof, and interest in each Additional Home Equity Loan identified in (ii) this Agreement shall constitute a security agreement under applicable law. The amount released from the Transfer Document, including its Asset Balance Pre-Funding Account shall be one hundred percent (including all Additional Balances100%) and all collections received on it after of the relevant Subsequent aggregate of the applicable 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 Principal Balances 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 on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Dateso transferred.

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.