Common use of Subsequent Transfers Clause in Contracts

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date after giving effect to payments of principal due on or before the Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and interest due on or before such Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The Supplier shall: transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller to the Depositor and by 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, both the Seller and the Depositor intend 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 Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Trustee, the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.13 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller and the Depositor shall have provided the Servicer, the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller and the Depositor shall have delivered to the Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-off Date; (iv) As of each Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, neither the Seller nor the Depositor will be made insolvent by such transfer and neither the Seller nor the Depositor is aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates; (vi) The Funding Period shall not have terminated; (vii) The Seller and the Depositor shall have provided the Trustee and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect pension rights accrued by the status of any Fair Deal Employee REMIC as a REMIC, which matters may be covered in the period ending opinions delivered on the date Closing Date; (viii) The aggregate Principal Balance of Subsequent Mortgage Loans does not exceed the Original Pre-Funded Amount; (ix) The conditions specified in Exhibit S hereto shall be met; and (x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant’s letter confirming that the characteristics of the relevant future transfer; provide all such co-operation and assistance as Mortgage Loans (including the Schemes Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit S hereto. (c) The Seller, the Depositor, the Custodian and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier Trustee shall comply with all its their respective obligations under set forth in Sections 2.01, 2.02, 2.04 and 2.05 with respect to the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Subsequent Mortgage Loans delivered on each Subsequent Transfer Date) . References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Supplier Cut-Off Date or the Closing Date, as applicable, shall makebe deemed to refer to the applicable related Cut-Off Date or Subsequent Transfer Date, and respectively, except that references to 360 days after the Customer Closing Date shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsremain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Contractor shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within fifteen (15) Working Days of the notification by the Supplier or the Sub-Contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former Supplier makesthe Sub-Contractor shall, any necessary apportionments in respect of any periodic paymentsimmediately release the person from his/her employment or alleged employment.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The Supplier shall: transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend 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 Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Notes; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect pension rights accrued by any Fair Deal Employee the tax status of the Notes, which matters may be covered in the period ending opinions delivered on the date Closing Date; (ix) The aggregate Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the relevant future transfer; provide all such co-operation and assistance as Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; (xi) On the Schemes last Subsequent Transfer Date, the Indenture Trustee and the Replacement Supplier and/or Trust Administrator shall have received an accountant’s letter confirming that the Customer may reasonably require characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuer shall have provided the Indenture Trustee, the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriters with an Opinion of Counsel relating to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is givengeneral corporate matters, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior a form reasonably satisfactory to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions addressees thereto. (if anyc) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier Each party hereto shall comply with all its their respective obligations under set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Subsequent Mortgage Loans delivered on each Subsequent Transfer Date) . References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Supplier Initial Cut-Off Date or the Closing Date, as applicable, shall makebe deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, and respectively, except that references to 360 days after the Customer Closing Date shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsremain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the The Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the including)the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off ContractLease Agreement, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off ContractLease Agreement, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Contractor shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within fifteen (15) Working Days of the notification by the Supplier or the Sub-Contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former Supplier makesthe Sub-Contractor shall, any necessary apportionments in respect of any periodic paymentsimmediately release the person from his/her employment or alleged employment.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the The Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier (a) Upon the terms and subject to the conditions set forth herein, promptly after the Closing Date, but in no event later than March 25, 2010, without any further consideration, (i) Sellers shall convey, assign and transfer to Purchaser or its designee(s), or cause to be conveyed, assigned and transferred to Purchaser or its designee, and Purchaser or its designee(s) shall acquire and accept, free and clear of all Liens other than Permitted Liens, all right, title and interest in and to the Delayed Transfer Assets, (ii) Sellers shall deliver or cause to be delivered to Purchaser such instruments of transfer, assignment and assumption as are reasonably necessary to convey to Purchaser or its designee(s) all right, title and interest in and to such Delayed Transfer Assets, in form and substance reasonably satisfactory to Purchaser, and (iii) Purchaser shall: not adversely affect pension rights accrued by any Fair Deal Employee in , contemporaneously with the period ending on the date transfer of such Delayed Transfer Assets, assume and satisfy and discharge as and when due all of the relevant future transfer; provide all such co-operation Delayed Transfer Liabilities. From and assistance as after the Schemes Closing Date, Sellers shall hold and operate, or cause to be held and operated, the Delayed Transfer Assets and the Replacement Supplier and/or portion of the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and Business relating thereto for the period either: after notice (for whatever reason) is givensole benefit and detriment of Purchaser, subject to and in accordance with the other provisions of this Call Off Contract, to terminate the Transition Services Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change extent the same is made to pension, retirement and death benefits provided for or still in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from after any such transfer) and this Agreement. (b) Notwithstanding anything to the Relevant contrary contained herein, (i) the Subsequent Transfer Date of all Delayed Transfer Assets and Delayed Transfer Liabilities are not required to occur on the same date, and (ii) such Subsequent Transfer shall occur on a date or dates prior to March 25, 2010, as if originally made between determined by the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Purchaser, in its sole discretion. (c) Subject to Paragraph 6the next sentence, the Customer operation and maintenance of the Delayed Transfer Assets and the Delayed Transfer Liabilities shall procure be funded by Sellers. The Parties agree that, no later than fifteen (15) days following the end of each month (or later, if by such date Purchaser shall not have received a reasonably detailed itemization from Sellers setting forth such expenses), Purchaser will reimburse Sellers for direct expenses of the Business reasonably incurred in good faith by it or Tyco or its Affiliates in operating the Business in the ordinary course of business consistent with past practices in each Delayed Transfer Country as well as for allocations of costs to such portion of the Business by Sellers that each Former Supplier are consistent with the historical allocation of costs to such portion of the Business by Sellers or Tyco or its Affiliates; provided that, there shall comply be no duplication of such expenses with all its obligations any amounts paid or payable under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsTransition Services Agreement.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer Contracting Authority may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer Contracting Authority (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer Contracting Authority and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer The Contracting Authority shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer Contracting Authority shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by (a) If following the Distribution Time a member of the Generico Group has knowledge that it possesses or has obtained any Fair Deal Employee Alpha Assets, the Generico Parties shall notify the Alpha Parties thereof and shall cause the prompt transfer of such Alpha Assets to the Alpha Parties for no additional consideration (subject toSection 3.01(j)) to the Alpha Parties; provided that in the period ending on the date event such Alpha Asset shall have been sold, transferred, or otherwise disposed of prior to a member of the relevant future transfer; provide all such co-operation and assistance Generico Group being aware that it is an Alpha Asset, the Alpha Parties shall be entitled to reimbursement from the Generico Group for the fair market value thereof as of the Schemes Distribution Date. (b) If following the Distribution Time a member of the Alpha Group has knowledge that it possesses or has obtained any Generico Assets, the Alpha Parties shall notify the Generico Parties thereof and the Replacement Supplier and/or Alpha Parties shall cause the Customer may reasonably require prompt transfer of such Generico Assets to enable the Replacement Supplier Generico Parties for no additional consideration (subject to participate Section 3.01(j)(vi) and Section 3.01(m)) to the Generico Parties; provided that in the Schemes in respect event such Generico Asset shall have been sold, transferred, or otherwise disposed of prior to a member of the Alpha Group being aware that it is a Generico Asset, the Generico Parties shall be entitled to reimbursement from the Alpha Group for the fair market value thereof as of the Distribution Date. (c) It is the intention of the parties to this Agreement that (i) the reimbursement by the Generico Group or the Alpha Group of any Eligible Employee amount pursuant to this Section 5.03 shall be treated as relating back to the Generico Contribution and the Alpha Contribution as an adjustment to give effect the Assets contributed to any transfer of accrued rights required Generico in the Generico Contribution and as part of participation under owned by New Fair Deal; and for the period either: after notice (for whatever reason) is givenAlpha, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years LLC immediately prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement Alpha Contribution and death benefits provided for or in respect (ii) the recipient of any person who such reimbursement payment be treated as if it sold, transferred, or otherwise disposed of the Alpha Asset or the Generico Asset, as the case may be. The parties to this Agreement shall not take any position inconsistent with such intention before any Tax authority (and the recipient of any such reimbursement will pay the Tax resulting from the sale, transfer or other disposition of the Alpha Assets or the Generico Asset, as the case may be) except to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions extent that a final determination (if any) payable by such employees are not reduced without (as defined in any case) the prior approval Section 1313 of the Customer (Code) with respect to any of the parties to this Agreement causes any such approval reimbursement not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsso treated.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off ContractContract , to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off ContractContract , ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in (a) On each Assignment Date the period ending Company shall request that the Trust Estate acquire and the Trust Estate shall so acquire Receivables (each, a "Transfer") from the Company on the date terms and subject to the conditions of this Indenture; provided, however, that the conditions specified in Section 4.03 shall have been satisfied; and provided, further, that the Administrator may cause the Company to contribute (i), if applicable, Receivables that satisfy Section 11.02(a) to the Trust Estate as allocated to a Series on any Payment Date and (ii) funds for deposit in a Cash Reserve Account at any time. (b) On any Business Day which is an Assignment Date after the Issuance Date for a Series, the Company shall give the Administrator, the Trustee and the Servicer written notice of each Transfer (in each case, a "Transfer Notice") specifying the Unpaid Principal Balance of each Receivable transferred thereby to the Trust Estate on such Assignment Date. The Administrator shall independently confirm and hereby represents and warrants as to, and the Trustee may, without any duty to make any independent investigation with respect thereto, rely on, the facts set forth in such Transfer Notice. (c) On each Assignment Date following its delivery of a Transfer Notice, the Company will complete, execute and deliver a Collateral Assignment to the Administrator and the Trustee. The Administrator and the Trustee, as custodian for and on behalf of the relevant future transfer; provide all Trust Estate, shall thereupon execute such co-operation Collateral Assignment and assistance as deliver executed copies thereof to each other and to the Schemes Company and the Replacement Supplier and/or Noteholders. (d) Following delivery of a duly executed Collateral Assignment, subject to the Customer may reasonably require satisfaction of the conditions set forth in Sections 4.02(a) and 4.03, all Receivables specified in such Collateral Assignment (including all Payments allocable to enable principal and interest received after the Replacement Supplier related Cut-off Date) will be assigned to participate in the Schemes in respect Trustee on behalf of any Eligible Employee the Trust Estate and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; such Receivables shall become Trust Assets and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior Trust Estate, as allocated to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsparticular Series.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off ContractLease Agreement, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off ContractLease Agreement, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Contractor shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within fifteen (15) Working Days of the notification by the Supplier or the Sub-Contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former Supplier makesthe Sub-Contractor shall, any necessary apportionments in respect of any periodic paymentsimmediately release the person from his/her employment or alleged employment.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery on each Subsequent Transfer Date to or upon the order of the Depositor of all or a portion of the balance of funds in the period ending Pre-Funding Account, the Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Issuer, all of its right, title and interest in and to each Subsequent Loan listed on the date of related Loan Schedule delivered by the relevant future transfer; provide Depositor on such Subsequent Transfer Date, including (i) the related Principal Balance, all such co-operation interest payments and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes all collections in respect of principal received after the related Cut-Off Date; (ii) any Eligible Employee real property that secured such Subsequent Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) all of its interest in any insurance policies in respect of such Subsequent Loan; and (iv) all proceeds of the foregoing. The transfer by the Depositor to the Issuer of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Depositor to the Issuer in consideration of the funds released from the Pre-Funding Account. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.7(a) from the Depositor to the Issuer 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 Indenture Trustee and Co-Owner Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to give effect the related Subsequent Loans and all other property conveyed to the Owner Trustee and Co-Owner Trustee pursuant to this Section 2.7(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Depositor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the Principal Balances of the Subsequent Loans so transferred. (b) The Indenture Trustee shall contribute from the Pre-Funding Account funds in an amount equal to one-hundred percent (100%) of the aggregate Principal Balances as of the related Cut-Off Date or Dates of the Subsequent Loans so transferred to the Issuer and use such cash to purchase the Subsequent Loans on behalf of the Issuer, 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 the related Subsequent Transfer Dates: (i) the Depositor shall have provided the Indenture Trustee, Owner Trustee, the Co-Owner Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than four Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Issuer and the aggregate Principal Balances of such Loans as of the related Cut-Off Date or Dates; (ii) the Depositor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan, and the related Subsequent Cut-Off Date Deposit; (iii) the Depositor shall have delivered an Officer's Certificate to the Indenture Trustee and the Co-Owner Trustee confirming that as of each Subsequent Transfer Date, the Depositor was not insolvent, nor will it be made insolvent by such transfer, nor is it aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Depositor shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Depositor shall have delivered an Officer's Certificate to the Indenture Trustee and the Co-Owner Trustee confirming that the representations and warranties of the Depositor pursuant to Section 3.4 (other than to the extent representations and warranties relate to statistical information as to the characteristics of the initial Loans in the aggregate) and pursuant to Section 3.2 are true and correct with respect to the Depositor and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date; (vii) the Issuer shall not purchase any group of Subsequent Loans unless the Depositor shall have delivered to the Indenture Trustee an Officer's Certificate confirming that, as a result of such purchase, the percentage of the Pool Principal Balance comprised of Mortgage Loans that do not constitute "real estate mortgages" (as set forth in Section 3.4(af)) remains the same or increases. (viii) the Depositor shall have provided the Indenture Trustee and the Co-Owner Trustee with an Opinion of Counsel relating to the sale of the Subsequent Loans to the Indenture Trustee; (ix) the Issuer shall not purchase a Subsequent Loan unless it and the Indenture Trustee shall each have received a certificate of the Depositor indicating (a) the Rating Agencies shall have consented to the purchase thereof (which consent shall not be unreasonably withheld) and (b) such subsequent loan shall mature no later than six-months after the latest maturing initial Loan; and (x) in connection with the transfer and assignment of accrued rights required as part the Subsequent Loans, the Depositor shall satisfy the document delivery requirements set forth in Section 2.5. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of participation under New Fair Deal; the Capitalized Interest Requirement and Pre-Funding Account Earnings for the period either: after notice (for whatever reason) is given, such Distribution Date in accordance with the other provisions of this Call Off Contract, to terminate Agreement and (ii) any other necessary matters in connection with the Agreement or any part administration of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement Pre-Funding Account and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld)Capitalized Interest Account. Save In the event that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and amounts are released as a result of calculation error by the operation of Indenture Trustee from the Employment RegulationsPre-Funding Account or from the Capitalized Interest Account, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) Indenture Trustee shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall makebe liable therefor, and the Customer Depositor shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsimmediately repay such amounts to the Indenture Trustee.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off ContractContract , to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off ContractContract , ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Contractor shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within fifteen (15) Working Days of the notification by the Supplier or the Sub-Contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former Supplier makesthe Sub-Contractor shall, any necessary apportionments in respect of any periodic paymentsimmediately release the person from his/her employment or alleged employment.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date after giving effect to payments of principal due on or before the Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and interest due on or before such Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The Supplier shall: transfer by the Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Trustee, the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates; (vi) The Funding Period shall not have terminated; (vii) The Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect pension rights accrued by the status of any Fair Deal Employee REMIC as a REMIC which matters may be covered in the period ending opinions delivered on the date Closing Date; (viii) The aggregate Principal Balance of Subsequent Mortgage Loans in Loan Group 1 and Loan Group 2 does not exceed $11,484,602.20 and $5,461,716.36, respectively. (ix) The conditions specified in Exhibit Q hereto shall be met; and (x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the relevant future transfer; provide all such co-operation and assistance as Mortgage Loans (including the Schemes Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto. (c) The Seller, the Custodian and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier Trustee shall comply with all its their respective obligations under set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to the Employment Regulations Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall perform and discharge all its obligations in respect of all be deemed to refer to the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant applicable Subsequent Transfer Date (including except that references to 360 days after the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of Closing Date shall remain unchanged as shall representations made with specific reference to the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsInitial Mortgage Loans.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (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 Subsequent Transfer Agreement, in consideration of the Trustee's delivery on each Subsequent Transfer Date to or upon the order of the applicable Seller(s) of all or a portion of the balance of funds in the period ending Pre-Funding Account, the applicable Seller(s) shall on such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey to the date Trustee for the benefit of the relevant future transfer; provide Certificateholders, without recourse, all such co-operation of the Seller(s)' right, title and assistance as the Schemes interest in and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate each related Subsequent Loan listed in the Schemes mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement including (i) the related Cut-Off Date Principal Balance and all interest payments due after the related Cut-Off Date; (ii) any real property that secured such Subsequent Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Dealsuch Subsequent Loan; and (iv) all proceeds of the foregoing to the Trustee for the period either: after notice benefit of the Certificateholders. The transfer by the Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Loans set forth in the mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller(s) to the Trust Fund under applicable law, however, for financial reporting purposes the Seller(s) intend to treat any such transaction as the incurrence of debt by the applicable Seller(s). The amount released from the Pre-Funding Account shall be one hundred percent (for whatever reason100%) is givenof the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred. (b) On each Subsequent Transfer Date, the Trustee shall withdraw from the Pre-Funding Account funds in accordance an amount equal to one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to the Trust Fund on such Subsequent Transfer Date and shall use such cash to purchase such Subsequent Loans, along with the other provisions property and rights related thereto described in paragraph (a) above only upon the satisfaction of this Call Off Contract, to terminate the Agreement or any part each of the Services; following conditions on or prior to such Subsequent Transfer Date: (i) the Seller(s) shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than five Business Days prior to such Subsequent Transfer Date and shall designate (a) the Subsequent Loans to be sold to the Trust, (b) the aggregate Cut-Off Date Principal Balance of such Subsequent Loans, (c) the amount required to be remitted to the Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent Loans and (d) whether such Subsequent Loan is a Group I Subsequent Loan, Group II-A Subsequent Loan or Group II-B Subsequent Loan; (ii) the Seller(s) shall have remitted to the Trustee for deposit in the Certificate Account all principal and interest payments due and collected after the date which is two applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Loan; (iii) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Subsequent Transfer Date, the Seller(s) were not insolvent, nor would they be made insolvent by such transfer, nor were they aware of any pending insolvency; (iv) the Funding Period shall not have ended; (v) the Seller(s) 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 Subsequent Transfer Agreement; (vi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date; (vii) the Seller(s) shall have provided the Trustee with an Opinion of Counsel to the effect that the conveyance of the Subsequent Loans conveyed on the Subsequent Transfer Date: (A) will not (1) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (2) years prior cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof; (ix) the Seller(s) shall have delivered an Officer's Certificate to the date Trustee confirming that the conveyance of expiry the Subsequent Loans as of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for the Subsequent Transfer Date will not result in a withdrawal or in respect a downgrading by any Rating Agency of the rating on any person who will transfer Class of Offered Certificates; (x) the Seller(s) shall have delivered an Officer's Certificate to the Replacement Supplier or Trustee confirming that the CustomerRating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund; (xi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, no category of earnings which were not previously pensionable are made pensionable and the contributions Loans (including the Subsequent Loans, if any) payable by such employees are and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date): (A) not reduced without more than 0.50% of the Loans were 30-59 days contractually past due (in any caseassuming 30 day months); (B) the prior approval weighted average Loan-to-Value Ratio of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph Loans shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and exceed 87.00%; (C) the Supplier agree that: the commencement weighted average FICO score of the provision Loans shall not be less than 631; (D) the weighted average Mortgage Rate of the Services or of any relevant part Loans shall not be less than 7.25%; (E) the weighted average margin of the Services Group II Loans shall not be less than 6.60%; (F) not more than 1.60% of the Loans shall be Mixed Use Loans; (G) not less than 80.00% of the Loans will have prepayment penalties; (H) not less than 97.00% of the Loans shall be secured by a Relevant Transfer in relation first mortgage on the related Mortgaged Property; (I) not less than 84.00% of the Loans shall have been originated pursuant to the Transferring Former Supplier Employees; and as a result Sellers' full documentation program; (J) not less than 80.00% of the operation Loans shall be classified as "Grade A Credits" under the Sellers' loan underwriting standards; (K) not more than 15.00% of the Employment Regulations, Loans shall have borrowers located in the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees same state; (except in relation to any terms disapplied through the operation of regulation 10(2L) not more than 4.00% of the Employment Regulations) Loans shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.be Balloon Loans;

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (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 Subsequent Transfer Agreement, in consideration of the Trustee's delivery on each Subsequent Transfer Date to or upon the order of the applicable Seller(s) of all or a portion of the balance of funds in the period ending Pre-Funding Account, the applicable Seller(s) shall on such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey to the date Trustee for the benefit of the relevant future transfer; provide Certificateholders, without recourse, all such co-operation of the Seller(s)' right, title and assistance as the Schemes interest in and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate each related Subsequent Loan listed in the Schemes mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement including (i) the related Cut-Off Date Principal Balance and all interest payments due after the related Cut-Off Date; (ii) any real property that secured such Subsequent Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Dealsuch Subsequent Loan; and (iv) all proceeds of the foregoing to the Trustee for the benefit of the Certificateholders. The transfer by the Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Loans set forth in the mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller(s) to the Trust Fund for all purposes. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred. (b) On each Subsequent Transfer Date, the Trustee shall withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to the Trust Fund on such Subsequent Transfer Date and shall use such cash to purchase such Subsequent Loans, 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 such Subsequent Transfer Date: (i) the Seller(s) shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than five Business Days prior to such Subsequent Transfer Date and shall designate (a) the Subsequent Loans to be sold to the Trust, (b) the aggregate Cut-Off Date Principal Balance of such Subsequent Loans, (c) the amount required to be remitted to the Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent Loans and (d) whether such Subsequent Loan is a Group I Subsequent Loan, Group II-A Subsequent Loan or Group II-B Subsequent Loan; (ii) the Seller(s) shall have remitted to the Trustee for deposit in the Certificate Account all principal and interest payments due and collected after the applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Loan; (iii) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Subsequent Transfer Date, the Seller(s) were not insolvent, nor would they be made insolvent by such transfer, nor were they aware of any pending insolvency; (iv) the Funding Period shall not have ended; (v) the Seller(s) 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 Subsequent Transfer Agreement; (vi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date; (vii) the Seller(s) shall have provided the Trustee with an Opinion of Counsel to the effect that the conveyance of the Subsequent Loans conveyed on the Subsequent Transfer Date: (A) will not (1) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof; (ix) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Offered Certificates; (x) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund; (xi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, the Loans (including the Subsequent Loans, if any) and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date): (A) not more than 0.70% of the Loans were 30-59 days contractually past due (assuming 30 day months); (B) the weighted average Combined Loan-to-Value Ratio of the Loans shall not exceed 86.20%; (C) the weighted average FICO score of the Loans shall not be less than 635; (D) the weighted average Mortgage Rate of the Loans shall not be less than 7.000%; (E) the weighted average margin of the Group II Loans shall not be less than 6.350%; (F) not more than 1.00% of the Loans shall be Multi-family Loans; (G) not less than 80.00% of the Loans will have prepayment penalties; (H) not less than 96.88% of the Loans shall be secured by a first mortgage on the related Mortgaged Property; (I) not less than 73.50% of the Loans shall have been originated pursuant to the Sellers' full documentation program; (J) not less than 82.00% of the Loans shall be classified as "Grade A Credits" under the Sellers' loan underwriting standards; (K) not more than 12.00% of the Loans shall have borrowers located in the same state; (L) not more than 3.00% of the Loans shall be Balloon Loans; (M) not more than 7.00% of the Loans shall be investor non-owner; (N) not more than 77.00% of the Loans shall be cash out refinance; (O) none of the Subsequent Group I Loans may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have a Cut-off Date Principal Balance in excess of $750,000; (5) have a Combined Loan-to-Value Ratio in excess of 100%; or (6) have an adjustable rate; (P) none of the Subsequent Group II-A Loans may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have an initial fixed rate period either: after notice greater than 60 months; (5) have a Cut-off Date Principal Balance in excess of $750,000; (6) have a Combined Loan-to-Value Ratio in excess of 100%; (7) be a Multi-family Loan; (8) be secured by a second or any junior lien on the related Mortgaged Property; (9) have a margin of less than 2.00%; or (10) have an original principal balance that exceeds agency loan balance limits; and (Q) none of the Subsequent Group II-B Loans may: (1) be contractually past due (assuming 30 day months) for whatever reason60 or more days as of the related Cut-off Date; (2) is givenhave an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have an initial fixed rate period greater than 60 months; (5) have a Cut-off Date Principal Balance in excess of $750,000; (6) have a Combined Loan-to-Value Ratio in excess of 100%; (7) be secured by a second or any junior lien on the related Mortgaged Property; or (8) have a margin of less than 2.00%. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Trustee shall determine the amount and correct dispositions of Pre-Funding Earnings for such Distribution Date in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and In the Supplier agree that: event that any such amount is released by the commencement of Trustee from the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and Pre-Funding Account as a result of the operation of the Employment Regulationscalculation error, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) Trustee shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall makebe liable therefor, and the Customer Depositor shall procure that immediately repay such amount to the Trustee. (d) The Trustee shall acknowledge receipt on each Former Supplier makesSubsequent Transfer Date of the Subsequent Loans delivered to it by delivering on such Subsequent Transfer Date to the Sellers, any necessary apportionments the Depositor and the Servicer, with respect to such Subsequent Loans, a certification substantially similar to the initial certification required under Section 2.03 hereof in the form attached hereto as Exhibit D. Within forty-five (45) Business Days after the related Subsequent Transfer Date, the Trustee shall, as specified in Section 2.01 hereof, review the documents required to be delivered pursuant to Section 2.09(b)(viii) hereof (or shall cause such documents to be reviewed) and shall deliver to the Sellers, the Depositor and the Servicer, with respect of any periodic payments.to such Subsequent Loans, a certification substantially similar to the final certification required under Section 2.03 hereof in the form attached hereto as Exhibit E.

Subsequent Transfers. The Supplier Contractor shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier Contractor and/or the Customer Authority may reasonably require to enable the Replacement Supplier Contractor to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement Contract or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier Contractor or the CustomerAuthority, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer Authority (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission AgreementContract. 12/08/2013 The Customer Authority and the Supplier Contractor agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Contractor Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier Contractor and the Transferring Former Supplier Contractor Employees (except in relation to any terms disapplied through the operation of regulation Regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier Contractor and/or Notified Sub-Contractor contractor and each such Transferring Former Supplier Contractor Employee. Subject to Paragraph 6, the Customer The Authority shall procure that each Former Supplier Contractor shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Contractor Employees in respect of the period up to (but not including) the including)the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier Contractor shall make, and the Customer Authority shall procure that each Former Supplier Contractor makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier Consultant shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; and provide all such co-operation and assistance as the Schemes and the Replacement Supplier Consultant and/or the Customer Employer may reasonably require to enable the Replacement Supplier Consultant to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and and. for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contractcontract, to terminate the Agreement contract or any part of the Servicesservice; or after the date which is two (2) years prior to the date of expiry of this Call Off Contractcontract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier Contract or the CustomerEmployer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer Employer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 Relevant Transfers The Customer and the Supplier parties agree that: the commencement of the provision of the Services service or of any relevant part of the Services service will be a Relevant Transfer in relation to the Transferring Former Supplier Consultant Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier Consultant and the Transferring Former Supplier Consultant Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier Consultant and/or Notified Sub-Contractor Consultant and each such Transferring Former Supplier Consultant Employee. Subject to Paragraph 6, the Customer The Employer shall procure that each Former Supplier Consultant shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Consultant Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier Consultant shall make, and the Customer Employer shall procure that each Former Supplier Consultant makes, any necessary apportionments in respect of any periodic payments.. Subject to paragraph 14.2 of Part B of this Annex G, the Employer shall procure that each Former Consultant shall indemnify the Consultant and any Notified Sub-Consultant against any Employee Liabilities in respect of any Transferring Former Consultant Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Former Consultant arising before the Relevant Transfer Date; the breach or non-observance by the Former Consultant arising before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Former Consultant Employees; and/or any custom or practice in respect of any Transferring Former Consultant Employees which the Former Consultant is contractually bound to honour. any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Former Consultant Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Former Consultant Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Former Consultant to the Consultant and/or any Notified Sub-Consultant as appropriate, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations in respect of the period to (but excluding) the Relevant Transfer Date;

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation (i) From and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulationshereof, the contracts of employment between each Former Supplier and Buyer shall use its reasonable best efforts to enable its servicing system to service the Transferring Former Supplier Employees (except in relation to any terms disapplied through Subsequent Transfer Mortgage Loans under the operation of regulation 10(2Servicing Agreements set forth on Section 2.3(b)(i) of the Employment RegulationsDisclosure Schedules (the “HELOC Loans”) (the date upon which the Buyer accomplishes the foregoing, the “HELOC Loans Setup Date”). Within three (3) Business Days of (A) the receipt of the applicable Servicing Agreement Consents with respect to any Subsequent Transfer Purchased Assets or (B) the HELOC Loans Setup Date (as applicable, the “Applicable Subsequent Transfer Conditions”), as applicable, the Buyer and Seller shall consummate the transfer of the applicable Subsequent Transfer Purchased Assets for which the Applicable Subsequent Transfer Conditions have effect on and from been satisfied (each such date, a “Subsequent Transfer Date”); provided, however, that the Relevant Buyer shall cause the HELOC Loans Setup Date to occur no later than June 1, 2012. To the extent that a Subsequent Transfer Date has not occurred by July 2, 2012 (the “Subsequent Transfer Clean-Up Date”) with respect to any Subsequent Transfer Purchased Assets (such Subsequent Transferred Purchased Assets which have not been transferred as if originally made between of the Supplier and/or Notified SubSubsequent Transfer Clean-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6Up Date because the required consents have not been obtained, the Customer shall procure that each Former Supplier shall comply “Remaining Subsequent Transfer Assets”), regardless of whether the Applicable Subsequent Transfer Conditions have been satisfied with respect to such Remaining Subsequent Transfer Assets, Seller will convey, assign, transfer and deliver to Buyer, and Buyer will acquire and accept from Seller all its obligations under of Seller’s right, title and interest in and to the Employment Regulations and shall perform and discharge all its obligations in respect of all Remaining Subsequent Transfer Assets. Upon the Transferring Former Supplier Employees in respect occurrence of the period up Subsequent Transfer Clean-Up Date with respect to (but not including) any Remaining Subsequent Transfer Assets, Buyer and Seller shall execute a B▇▇▇ of Sale and Assignment and Assumption Agreement or such other documentation as shall be reasonably required to effect the Relevant applicable transfer from Seller to Buyer of such Remaining Subsequent Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsAssets.

Subsequent Transfers. The Supplier Consultant shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; and provide all such co-operation and assistance as the Schemes and the Replacement Supplier Consultant and/or the Customer Employer may reasonably require to enable the Replacement Supplier Consultant to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and and. for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contractcontract, to terminate the Agreement contract or any part of the Servicesservice; or after the date which is two (2) years prior to the date of expiry of this Call Off Contractcontract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier Contract or the CustomerEmployer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer Employer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 Procedure in the Event of Transfer The Customer Employer and the Supplier Consultant agree that: that the commencement of the provision of the Services service or of any relevant part of the Services service will not be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result any employees of the operation Employer and/or any Former Consultant. If any employee of the Employment RegulationsEmployer and/or a Former Consultant claims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Employer and/or a Former Consultant, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Employer and/or the Supplier Former Consultant to the Consultant and/or Notified any Sub-Contractor Consultant pursuant to the Employment Regulations or the Acquired Rights Directive then: the Consultant shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Consultant shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Employer and, where required by the Employer, give notice to the Former Supplier shall comply with all its obligations under Consultant; and the Employment Regulations and shall perform and discharge all its obligations in respect of all Employer and/or the Transferring Former Supplier Employees in respect Consultant may offer (or may procure that a third party may offer) employment to such person within fifteen (15) Working Days of the period up notification by the Consultant or the Sub-Consultant (as appropriate) or take such other reasonable steps as the Employer or Former Consultant (as the case may be) considers appropriate to (but not including) deal with the Relevant Transfer Date (including matter provided always that such steps are in compliance with the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect law of the period up contract. If an offer referred to in paragraph 28.2.2 of Part C of this Annex G is accepted (but not including) or if the Relevant Transfer Date) and situation has otherwise been resolved by the Supplier shall makeEmployer and/or the Former Consultant), and the Customer Consultant shall, or shall procure that each Former Supplier makesthe Sub-Consultant shall, any necessary apportionments immediately release the person from his/her employment or alleged employment. If by the end of the fifteen (15) Working Day period specified in respect paragraph 28.2.2 no such offer of any periodic paymentsemployment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Consultant and/or the Sub-Consultant may within five (5) Working Days give notice to terminate the employment or alleged employment of such person.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Indenture Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to DLJ Mortgage Capital, Inc., (ii) DLJ Mortgage Capital, Inc. shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (iii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, DLJ Mortgage Capital, Inc., and Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The Supplier shall: transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by 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, each of the Seller and the Depositor intend 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 Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Scheduled Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, DLJ Mortgage Capital, Inc., the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to DLJ Mortgage Capital, Inc. and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from DLJ Mortgage Capital, Inc. to the Depositor and from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and DLJ Mortgage Capital, Inc. and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect pension rights accrued by any Fair Deal Employee the tax status of the Notes, which matters may be covered in the period ending opinions delivered on the date Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Amount as of the relevant future transferClosing Date; (x) The conditions specified in Exhibit J hereto shall be met; provide all such co-operation and assistance as and (xi) On the Schemes last Subsequent Transfer Date, the Indenture Trustee and the Replacement Supplier and/or Trust Administrator shall have received an accountant’s letter confirming that the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part characteristics of the Services; or after Mortgage Loans (including the date which is two Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (2c) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier Each party hereto shall comply with all its their respective obligations under set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Subsequent Mortgage Loans delivered on each Subsequent Transfer Date) . References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Supplier Initial Cut-Off Date or the Closing Date, as applicable, shall makebe deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, and respectively, except that references to 360 days after the Customer Closing Date shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsremain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of the notification by the Supplier or the Sub-contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former the Sub-contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 1.2.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier makes, any necessary apportionments in respect and/or the Sub-contractor may within 5 Working Days give notice to terminate the employment or alleged employment of any periodic paymentssuch person.

Subsequent Transfers. The Supplier shall: not adversely affect pension With respect to each of the Site Leases (and the -------------------- related Advertising Contracts, Advertising Displays, Assumed Contracts and all other assets, properties, interests and rights accrued owned, leased, licensed or used by any Fair Deal Employee Seller in connection with the operation thereof (together with the Site Leases, the "Additional Assets")) listed on Schedule 5.15 hereto, the purchase ----------------- ------------- price for which is set forth on Schedule 5.15 opposite the Site Lease and ------------- related Additional Assets for which the purchase price is to be paid, Seller will be unable to obtain the consent from the respective landlords for the assignment of the Site Leases to Buyer prior to Closing (each such location is referred to herein as an "Additional Site"). For a period of 165 days following --------------- the Closing, Seller shall use its commercially reasonable efforts to obtain the consent of each landlord, in the period ending on the date form attached hereto as Exhibit C, allowing --------- Seller to assign to Buyer each of the relevant future transfer; provide all Site Leases related to the Additional Sites. As each such co-operation consent is obtained, within a reasonable time thereafter, not to exceed fifteen (15) days, the parties hereto acknowledge and assistance as agree that they shall execute definitive documentation reasonably necessary to effectuate the Schemes and the Replacement Supplier and/or the Customer may reasonably require transfer to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part Buyer of the Services; or after the date which is two (2) years prior Additional Sites and any assets related to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, Additional Sites in a Subsequent Closing. Seller hereby acknowledges that it shall sell to Buyer and Buyer hereby acknowledges that it shall purchase from Seller each of the contracts of employment between each Former Supplier Additional Sites and the Transferring Former Supplier Employees (except in relation assets related to any terms disapplied through the operation of regulation 10(2) the Additional Sites in a Subsequent Closing after Seller has obtained the consent required to transfer the Additional Site, has executed definitive documentation which contains representations, warranties and covenants with respect to such Additional Sites and any assets related to the operation of the Employment Regulations) shall Additional Sites as Buyer would have effect on and from the Relevant Transfer Date received if such assets were transferred as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect part of the period up Assets on the Closing Date and has satisfied the closing conditions that would have been required to (but not including) be satisfied if the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in Additional Sites were transferred as part in respect of the period up to (but not including) Assets on the Relevant Transfer Closing Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Issuer's delivery, on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the balance of funds in the period ending Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Issuer, all of its right, title and interest in and to each Subsequent Loan listed on the date related Subsequent Loan Schedule. The transfer by the Transferor to the Issuer of the relevant future transfer; provide Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all such co-operation parties hereto to be treated as a sale by the Transferor to the Trust. If the assignment and assistance as transfer of the Schemes Subsequent Loans and the Replacement Supplier and/or other property specified in this Section 2.06(a) from the Customer may reasonably require Transferor to enable the Replacement Supplier Trust pursuant to participate 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 Transferor 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 Transferor shall be deemed to have granted and does hereby grant to the Issuer as of each Subsequent Transfer Date a perfected, first priority security interest in the Schemes entire right, title and interest of the Transferor in and to the related Subsequent Loans and all other property conveyed to the Issuer pursuant to this Section 2.06(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, at the direction of the Issuer, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Trust and use such cash to purchase the Subsequent 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 the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Owner Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Trust and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date; and the Rating Agencies shall have provided written confirmation to the Indenture Trustee and the Owner Trustee that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Owner Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any Eligible Employee pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement upon which the Indenture Trustee and Owner Trustee may rely without independent verification; (vi) the Transferor shall have delivered an Officer's Certificate to give effect the Indenture Trustee and the Owner Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 hereof (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 hereof are true and correct with respect to the Subsequent Loans and the Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Trust shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies), (B) the following conditions shall have been satisfied as to each Subsequent Loan: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of accrued rights required no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than January 2023; (VI) such Subsequent Loan must have a fixed Home Loan Interest Rate of at least 9.50%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is givenapplicable, in accordance with the other underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, and (IX) following the purchase of such Subsequent Loans by the Trust, the Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool and (C) the following conditions shall have been satisfied with respect to the Subsequent Loans conveyed on the Subsequent Transfer Date, (I) the average weighted Home Loan Interest Rate must be greater than or equal to 13.1%, (II) the average weighted Combined Loan-to-Value Ratio must be less than or equal to 113%, (III) the average weighted FICO Score must be greater than or equal to 680 and (IV) the average weighted remaining term to maturity must be greater than or equal to 260 months. (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on Exhibit A hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Distribution Date in accordance with the provisions of this Call Off Contract, to terminate Agreement and (ii) any other necessary matters in connection with the Agreement or any part administration of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable Pre-Funding Account and the contributions (if any) payable by such employees Capitalized Interest Account. In the event that any amounts are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and released as a result of calculation error by the operation of Indenture Trustee from the Employment RegulationsPre-Funding Account or from the Capitalized Interest Account, the contracts of employment between each Former Supplier Indenture Trustee shall not be liable therefor and the Transferring Former Supplier Employees (except in relation Transferor shall immediately repay such amounts to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsIndenture Trustee.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in (a) On each Assignment Date the period ending Company shall request that the Trust Estate acquire and the Trust Estate shall so acquire Loans (each, a "Transfer") from the Company on the date terms and subject to the conditions of this Indenture; provided, however, that the conditions specified in Section 4.3 shall have been satisfied; and PROVIDED, further, that the Administrator may cause the Company to contribute (i), if applicable, Loans that satisfy Section 11.2(a) to the Trust Estate as allocated to a Series on any Payment Date and (ii) funds for deposit in a Cash Collateral Account, if any, at any time. (b) On any Business Day which is an Assignment Date after the Issuance Date for a Series, the Company shall give the Administrator, the Trustee and the Servicer written notice of each Transfer (in each case, a "Transfer Notice") specifying the Outstanding Principal Balance of each Loan transferred thereby to the Trust Estate on such Assignment Date. The Administrator shall independently confirm and hereby represents and warrants as to, and the Trustee may, without any duty to make any independent investigation with respect thereto, rely on, the facts set forth in such Transfer Notice. (c) On each Assignment Date following its delivery of a Transfer Notice, the Company will complete, execute and deliver a Collateral Assignment to the Administrator and the Trustee. The Administrator and the Trustee, as custodian for and on behalf of the relevant future transfer; provide all Trust Estate, shall thereupon execute such co-operation Collateral Assignment and assistance as deliver executed copies thereof to each other and to the Schemes Company and the Replacement Supplier and/or Noteholders. (d) Following delivery of a duly executed Collateral Assignment, subject to the Customer may reasonably require satisfaction of the conditions set forth in Sections 4.2(a) and 4.3, all Loans specified in such Collateral Assignment (including all Payments allocable to enable principal and interest received after the Replacement Supplier related Cut-off Date) will be assigned to participate in the Schemes in respect Trustee on behalf of any Eligible Employee the Trust Estate and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; such Loans shall become Assets and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior Trust Estate, as allocated to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsparticular Series.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the period either: either after notice (for whatever reason) is given, in accordance with the other provisions of this Call Call-Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Call-Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: that the commencement of the provision of the Services or of any relevant part of the Services will not be a Relevant Transfer in relation to any employees of the Transferring Customer and/or any Former Supplier. If any employee of the Customer and/or a Former Supplier Employees; and as a result of the operation of the Employment Regulationsclaims, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except or it is determined in relation to any terms disapplied through the operation of regulation 10(2) employee of the Employment Regulations) shall have effect on and Customer and/or a Former Supplier, that his/her contract of employment has been transferred from the Relevant Transfer Date as if originally made between Customer and/or the Former Supplier to the Supplier and/or Notified any Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each the relevant Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Customer and, where required by the Customer, give notice to the Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, Supplier; and the Customer and/or the Former Supplier may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of the notification by the Supplier or the Sub-Contractor (as appropriate) or take such other reasonable steps as the Customer or Former Supplier (as the case may be) considers appropriate to deal with the matter provided always that such steps are in compliance with applicable Law. If an offer referred to in Paragraph 1.2.2 is accepted (or if the situation has otherwise been resolved by the Customer and/or the Former Supplier), the Supplier shall, or shall procure that each Former the Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 1.2.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier makes, any necessary apportionments in respect and/or the Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of any periodic paymentssuch person.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Issuer's delivery on each Subsequent Transfer Date to or upon the order of Life, of all or a portion of the balance of funds in the period ending Pre-Funding Account, Life shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Owner Trust, all of its right, title and interest in and to each Subsequent Loan listed on the date related Subsequent Loan Schedule. The transfer by Life to the Owner Trust of the relevant future transfer; provide Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all such co-operation parties hereto to be treated as a sale by Life to the Owner Trust. If the assignment and assistance as transfer of the Schemes Subsequent Loans and the Replacement Supplier and/or other property specified in this Section 2.06 (a) from Life to the Customer may reasonably require Owner Trust pursuant to enable 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, Life intends that the Replacement Supplier rights and obligations of the parties shall be established pursuant to participate the terms of this Agreement and that, in such event, (i) Life shall be deemed to have granted and does hereby grant to the Owner Trust as of each Subsequent Transfer Date a perfected, first priority security interest in the Schemes entire right, title and interest of Life in and to the related Subsequent Loans and all other property conveyed to the Owner Trust pursuant to this Section 2.06(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to Life from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, at the direction of the Issuer, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Owner Trust and use such cash to purchase the Subsequent Loans on behalf of the Owner 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 the related Subsequent Transfer Date: (i) Life shall have provided the Indenture Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Owner Trust and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) Life shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) Life shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Subsequent Transfer Date, Life was not insolvent, would not be made insolvent by such transfer and was not aware of any Eligible Employee pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Life shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) (including those set forth in clause (B) of subparagraph (vii) below) and in the related Subsequent Transfer Agreement; (vi) Life shall have delivered an Officer's Certificate to give effect the Indenture Trustee confirming that the representations and warranties of Life pursuant to Section 3.04 (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 are true and correct with respect to the Subsequent Loans and Life, as applicable, as of the Subsequent Transfer Date; (vii) the Owner Trust shall not purchase a Subsequent Loan unless: (A) each Rating Agency shall consent thereto (which consent shall be evidenced by a letter from the Rating Agency); (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless Life deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of accrued rights required no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than April 2023; (VI) such Subsequent Loan, if a Fixed Rate Loan, must have a Home Loan Interest Rate of at least 9.10%, and, if an Adjustable Rate Loan, must have a Home Loan Interest Rate of at least 9.25%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 135%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is givenapplicable, in accordance with the other provisions underwriting guidelines of this Call Life in effect at such time or in a manner similar to the Initial Loans, and (IX) following the purchase of such Subsequent Loans by the Owner Trust, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Contract, Date comparable to terminate the Agreement or any part those of the ServicesInitial Loans included in the initial Pool; or after and (C) the date which is two (2) years prior Transferor shall have delivered an Officer's Certificate to the date of expiry of this Call Off ContractIndenture Trustee confirming that, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of such purchase, the operation percentage of the Employment RegulationsPool Principal Balance comprised of Home Loans that do not constitute "real estate mortgages" (as set forth in Section 3.04(af)) remains the same or increases. (viii) in connection with the transfer and assignment of the Subsequent Loans, Life shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the contracts Indenture Trustee shall determine (i) the amount and correct dispositions of employment between each Former Supplier the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of this Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Transferring Former Supplier Employees (except in relation to Capitalized Interest Account. In the event that any terms disapplied through amounts are released as a result of calculation error by the operation of regulation 10(2) of the Employment Regulations) shall have effect on and Indenture Trustee from the Relevant Transfer Date as if originally made between Pre-Funding Account or from the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6Capitalized Interest Account, the Customer Indenture Trustee shall procure that each Former Supplier not be liable therefor and Life shall comply with all its obligations under immediately repay such amounts to the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsIndenture Trustee.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date (a) Each of the relevant future Consenting Noteholders hereby agrees that, so long as this Agreement has not been terminated, it shall not sell, transfer; provide , assign or grant any participation in any of its Subordinated Notes or Consenting Noteholder Claims or any option thereon or any right or interest (voting or otherwise) therein, unless the transferee thereof or participant therein agrees in writing for the benefit of the other Parties to be bound by all of the terms of this Agreement applicable to the transferor and executes a counterpart signature page of this Agreement and the transferor provides the Company and JPM with a copy thereof, in which event (i) each such co-operation other Party shall be deemed to have acknowledged that its obligations to the Consenting Noteholders hereunder shall be deemed to constitute obligations in favor of such transferee, (ii) the transferee shall be a Party and assistance all obligations of the transferor to the other Parties shall be deemed to be obligations of the transferee[, and (iii) so long as the Schemes and Consenting Nothholder owns no other Subordinated Notes, the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in Consenting Noteholder shall have no further obligations under this Agreement]. (b) JPM hereby agrees that, so long as this Agreement has not been terminated, it shall not sell, transfer, or assign, or grant any option or proxy with respect of to, any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; JPM Stock excluding (i) any grants of such rights pursuant to existing governance or after the date shareholder documents or agreements and (ii) participations of economic interests pursuant to which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval JPM retains beneficial ownership of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsJPM Stock.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Call-Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Call-Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the The Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic payments.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Issuer's delivery, on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the balance of funds in the period ending Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Issuer, all of its right, title and interest in and to each Subsequent Loan listed on the date related Subsequent Loan Schedule. The transfer by the Transferor to the Issuer of the relevant future transfer; provide Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all such co-operation parties hereto to be treated as a sale by the Transferor to the Trust. If the assignment and assistance as transfer of the Schemes Subsequent Loans and the Replacement Supplier and/or other property specified in this Section 2.06(a) from the Customer may reasonably require Transferor to enable the Replacement Supplier Trust pursuant to participate 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 Transferor 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 Transferor shall be deemed to have granted and does hereby grant to the Issuer as of each Subsequent Transfer Date a perfected, first priority security interest in the Schemes entire right, title and interest of the Transferor in and to the related Subsequent Loans and all other property conveyed to the Issuer pursuant to this Section 2.06(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, at the direction of the Issuer, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Trust and use such cash to purchase the Subsequent 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 the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Owner Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Trust and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any Eligible Employee pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor 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 Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to give effect the Indenture Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 hereof (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 hereof are true and correct with respect to the Subsequent Loans and the Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Trust shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of accrued rights required no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than January 2023; (VI) such Subsequent Loan must have a fixed Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is givenapplicable, in accordance with the other underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, and (IX) following the purchase of such Subsequent Loans by the Trust, the Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool. (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on Exhibit A hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Distribution Date in accordance with the provisions of this Call Off Contract, to terminate Agreement and (ii) any other necessary matters in connection with the Agreement or any part administration of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable Pre-Funding Account and the contributions (if any) payable by such employees Capitalized Interest Account. In the event that any amounts are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and released as a result of calculation error by the operation of Indenture Trustee from the Employment RegulationsPre-Funding Account or from the Capitalized Interest Account, the contracts of employment between each Former Supplier Indenture Trustee shall not be liable therefor and the Transferring Former Supplier Employees (except in relation Transferor shall immediately repay such amounts to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsIndenture Trustee.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer ---------- Agreement, in consideration of the Indenture Trustee's delivery, on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the balance of funds in the period ending Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Indenture Trustee and Co-Owner Trustee, all of its right, title and interest in and to each Subsequent Loan listed on the date of related Subsequent Loan Schedule delivered by the relevant future transfer; provide Transferor on such Subsequent Transfer Date, including (i) the related Principal Balance, all such cointerest payments received after the related Cut-operation Off Date and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes all collections in respect of principal received after the related Cut-Off Date; (ii) any Eligible Employee real property that secured such Subsequent Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) all of its interest in any insurance policies in respect of such Subsequent Loan; and (iv) all proceeds of the foregoing. The transfer by the Transferor to the Indenture Trustee and Co-Owner Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Trust. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.07(a) from the Transferor 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 Transferor 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 Transferor shall be deemed to have granted and does hereby grant to the Indenture Trustee and Co-Owner Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor in and to give effect the related Subsequent Loans and all other property conveyed to the Owner Trustee and Co-Owner Trustee pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement --------------- shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Trust and use such cash to purchase the Subsequent 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 the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Owner Trustee, the Co-Owner Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Trust and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Co-Owner Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor 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 Subsequent ------------- Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Co-Owner Trustee confirming that the representations and warranties of the Transferor pursuant to Section ------- 3.04 hereof (other than to the extent representations and warranties relate ---- to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 hereof are true and correct with ------------ respect to the Subsequent Loans and the Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Transferor shall have provided the Indenture Trustee and the Co-Owner Trustee with Opinions of Counsel relating to the sale of the Subsequent Loans to the Trustee on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Indenture Trustee and the Co-Owner Trustee on the Closing Date (regarding bankruptcy, corporate and tax matters); (viii) the Trust shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) such Subsequent Loan may not be 30 or more days contractually delinquent as of the related Cut-Off Date; (II) the lien securing such Subsequent Loan must be no lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the related Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account an amount equal to 30 days' interest on any such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the --------------------------------------- first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (v) such Subsequent Loan must be a fully amortizing loan with level payments over a remaining term of accrued rights required as part no fewer than 10 years and no more than 25 years; (VI) such Subsequent Loan must have a fixed Home Loan Interest Rate of participation under New Fair Dealat least 11.75%; (VII) any such Subsequent Loan that is a Mortgage Loan must have an original Combined Loan-to-Value Ratio of no more than 125%; and (VIII) no more than 2% of the Subsequent Loans (by aggregate Principal Balances as of the related Cut-Off Date) shall be other than Mortgage Loans. (ix) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and ------------ (x) each proposed Subsequent Loan must be listed on Exhibit A --------- hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for the period either: after notice (for whatever reason) is given, such Distribution Date in accordance with the other provisions of this Call Off Contract, to terminate Agreement and (ii) any other necessary matters in connection with the Agreement or any part administration of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable Pre-Funding Account and the contributions (if any) payable by such employees Capitalized Interest Account. In the event that any amounts are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and released as a result of calculation error by the operation of Indenture Trustee from the Employment RegulationsPre-Funding Account or from the Capitalized Interest Account, the contracts of employment between each Former Supplier Indenture Trustee shall not be liable therefor and the Transferring Former Supplier Employees (except in relation Transferor shall immediately repay such amounts to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsIndenture Trustee.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in (a) On each Assignment Date the period ending Company shall request that the Trust Estate acquire and the Trust Estate shall so acquire Receivables (each, a "Transfer") from the Company on the date terms and subject to the conditions of this Indenture; provided, however, that the conditions specified in Section 4.03 shall have been satisfied; and provided, further, that the Administrator may cause Company to contribute (i) Receivables that satisfy Section 11.02(a) to the Trust Estate as allocated to a Series on any Payment Date and (ii) funds for deposit in a Cash Reserve Account at any time. (b) On any Business Day which is an Assignment Date after the Issuance Date for a Series, the Company shall give the Administrator, the Trustee and the Servicer written notice of each Transfer (in each case, a "Transfer Notice") specifying the Unpaid Principal Balance of each Receivable transferred thereby to the Trust Estate on such Assignment Date. The Administrator shall independently confirm and hereby represents and warrants as to, and the Trustee may, without any duty to make any independent investigation with respect thereto, rely on, the facts set forth in such Transfer Notice. (c) On each Assignment Date following its delivery of a Transfer Notice, the Company will complete, execute and deliver a Collateral Assignment to the Administrator and the Trustee. The Administrator and the Trustee, as custodian for and on behalf of the relevant future transfer; provide all Trust Estate, shall thereupon execute such co-operation Collateral Assignment and assistance as deliver executed copies thereof to each other and to the Schemes Company and the Replacement Supplier and/or Noteholders. (d) Following delivery of a duly executed Collateral Assignment, subject to the Customer may reasonably require satisfaction of the conditions set forth in Sections 4.02(a) and 4.03, all Receivables specified in such Collateral Assignment (including all Payments allocable to enable principal and interest received after the Replacement Supplier related Cut-off Date) will be assigned to participate in the Schemes in respect Trustee on behalf of any Eligible Employee the Trust Estate and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; such Receivables shall become Trust Assets and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior Trust Estate, as allocated to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsparticular Series.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date after giving effect to payments of principal due on or before the Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and interest due on or before such Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The Supplier shall: transfer by the Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Trustee, the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates; (vi) The Funding Period shall not have terminated; (vii) The Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect pension rights accrued by the status of any Fair Deal Employee REMIC as a REMIC which matters may be covered in the period ending opinions delivered on the date Closing Date; (viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29. (ix) The conditions specified in Exhibit Q hereto shall be met; and (x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the relevant future transfer; provide all such co-operation and assistance as Mortgage Loans (including the Schemes Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto. (c) The Seller, the Custodian and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier Trustee shall comply with all its their respective obligations under set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to the Employment Regulations Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall perform and discharge all its obligations in respect of all be deemed to refer to the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant applicable Subsequent Transfer Date (including except that references to 360 days after the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions and pension contributions which in any case are attributable in whole or in part in respect of Closing Date shall remain unchanged as shall representations made with specific reference to the period up to (but not including) the Relevant Transfer Date) and the Supplier shall make, and the Customer shall procure that each Former Supplier makes, any necessary apportionments in respect of any periodic paymentsInitial Mortgage Loans.