Common use of OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS Clause in Contracts

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided, that any such Home Equity Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section 3.15(a) during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter; and provided further, that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. Such option if not exercised shall not thereafter be reinstated as to any Home Equity Loan, unless the delinquency is cured and the Home Equity Loan thereafter again becomes delinquent in payment by 90 days or more in a subsequent Calendar Quarter. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) ; On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) ; On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) ; The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) and The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) ; On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) ; On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) ; The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) and The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Home Equity Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Home Equity Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) ; On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Home Equity Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) ; On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) ; The Master Servicer shall represent and warrant that the Group II Home Equity Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Home Equity Loans to be removed; and (v) and The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Home Equity Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Home Equity Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Home Equity Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Home Equity Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 60 days or longer for a price equal to the Repurchase Price; provided, that any such Home Equity Loan that becomes 60 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section 3.15(a) during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter; and provided further, that such Home Equity Loan is 90 60 days or more delinquent at the time of repurchase. Such option if not exercised shall not thereafter be reinstated as to any Home Equity Loan, unless the delinquency is cured and the Home Equity Loan thereafter again becomes delinquent in payment by 60 days or more in a subsequent Calendar Quarter. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransferoccurred; (ii) On the Transfer Date, the Group II Outstanding Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization AmountAmount Target; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 60 days or longer for a price equal to the Repurchase Price; provided, that any such Home Equity Loan that becomes 60 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section 3.15(a) during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter; and provided further, that such Home Equity Loan is 90 60 days or more delinquent at the time of repurchase. Such option if not exercised shall not thereafter be reinstated as to any Home Equity Loan, unless the delinquency is cured and the Home Equity Loan thereafter again becomes delinquent in payment by 60 days or more in a subsequent Calendar Quarter. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Home Equity Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Home Equity Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Home Equity Loans proposed to be transferred) will equal or exceed Group II the Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Home Equity Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Home Equity Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Home Equity Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Home Equity Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Home Equity Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Home Equity Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchasepurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Home Equity Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Home Equity Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) ; On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Home Equity Loans proposed to be transferred) will equal or exceed Group II the Required Overcollateralization Amount; (iii) ; On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) ; The Master Servicer shall represent and warrant that the Group II Home Equity Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Home Equity Loans to be removed; and (v) and The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Home Equity Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Home Equity Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Home Equity Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Home Equity Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Home Equity Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Home Equity Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Home Equity Loans proposed to be transferred) will equal or exceed Group II the Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; ; (iv) The Master Servicer shall represent and warrant that the Group II Home Equity Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Home Equity Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.

OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS. (a) Notwithstanding any provision in Section 3.07 to the contrary, the Master Servicer, at its option and in its sole discretion, may repurchase any Home Equity Loan that is delinquent in payment for a period of 90 days or longer for a price equal to the Repurchase Price; provided, that any such Home Equity Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section 3.15(a) during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter; and provided further, that such Home Equity Loan is 90 days or more delinquent at the time of repurchase. Such option if not exercised shall not thereafter be reinstated as to any Home Equity Loan, unless the delinquency is cured and the Home Equity Loan thereafter again becomes delinquent in payment by 90 days or more in a subsequent Calendar Quarter. If at any time the Master Servicer makes a payment to the Payment Account covering the amount of the Repurchase Price for such a Home Equity Loan, and the Master Servicer provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Payment Account, then the Indenture Trustee shall execute the assignment of such Home Equity Loan at the request of the Master Servicer without recourse, representation or warranty to the Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Home Equity Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Securityholders with respect thereto. (b) Subject to the conditions set forth below, the Master Servicer, upon receipt of written notice and direction from the Issuer, shall cause the retransfer of Group II Loans from the Indenture Trustee to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such notice, the Master Servicer shall give the Indenture Trustee, the Rating Agencies and the Credit Enhancer a notice of the proposed retransfer that contains a list of the Home Equity Loans to be retransferred. Such retransfers of Group II Loans shall be permitted upon satisfaction of the following conditions: (i) No Amortization Event has occurred or will result from such retransfer; (ii) On the Transfer Date, the Group II Overcollateralization Amount (after giving effect to the removal from the Trust of the Group II Loans proposed to be transferred) will equal or exceed Group II Required Overcollateralization Amount; (iii) On or before the Transfer Date, the Master Servicer shall have delivered to the Indenture Trustee and the Custodian a revised Home Equity Loan Schedule showing that the Home Equity Loans are no longer owned by the Trust; (iv) The Master Servicer shall represent and warrant that the Group II Loans to be removed from the Trust were selected at random and the Master Servicer shall have received the consent of the Credit Enhancer as to the selection of the particular Group II Loans to be removed; and (v) The Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer an officer's certificate certifying that the items set forth in subparagraphs (i) through (iv), inclusive, have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. The Master Servicer shall not be permitted to effect the retransfer of any Group II Loan except under the conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a written itemization of each Group II Loan being transferred, together with the Mortgage File for each such Home Equity Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other documents prepared by the Master Servicer as shall be reasonably necessary to transfer such Group II Loans to the Group II Certificateholders. Any such transfer of the Trust's right, title and interest in and to the Group II Loans shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust to the Issuer or its designee.