Common use of Additional Transfers; Conditions Precedent to Subsequent Additions Clause in Contracts

Additional Transfers; Conditions Precedent to Subsequent Additions. (i) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (C) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (D) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) to the Owner Trustee, Trustee and the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, Trustee and the Indenture Trustee, and the Credit Enhancer Trustee by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, Trustee and the Indenture Trustee, and the Credit Enhancer Trustee an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (C) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (D) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy)Notes; (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, Trustee and the Indenture Trustee, and the Credit Enhancer Trustee an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date and addressed to the same addressees, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date and addressed to the same addressees, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(163.02(a)(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee, the Credit Enhancer and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an opinion of counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending, (D) an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee, the Credit Enhancer and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(163.02(a)(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee, the Credit Enhancer and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date and addressed to the same addressees, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date and addressed to the same addressees, and (E) an Opinion of Counsel, addressed to the Indenture Trustee, Trustee and the Credit Enhancer, to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(163.02(a)(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date and addressed to the same addressees, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date and addressed to the same addressees, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; ; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (with copies to the Credit Enhancer) (A) the Officer's ’s Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date and addressed to the same addressees, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date and addressed to the same addressees, and (E) an Opinion of Counsel addressed to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer, to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust Master Servicer shall have been advised in writing by any each Rating Agency that the transfer of the Additional Home Equity Loans would will not result in a reduction or withdrawal of the Rating Agency's ’s then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' ’ or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(163.02(a)(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's ’s Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's ’s Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an opinion of counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending, (D) an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) furnish to the Owner Trustee, the Credit Enhancer and the Indenture Trustee (A) the Officer’s Certificate referred to in Section 2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an Opinion of Counsel relating to the Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending substantially in the form delivered on the Closing Date, (D) an Opinion of Counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust Master Servicer shall have been advised in writing by any each Rating Agency that the transfer of the Additional Home Equity Loans would will not result in a reduction or withdrawal of the Rating Agency's ’s then current rating of the Notes (without regard to the Policy);. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity LoansAgreement; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' ’ or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(163.02(a)(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's ’s Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's ’s Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an opinion of counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending, (D) an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy);[, Standard & Poor's has provided a written affirmation and Moody's has provided an oral affirxxxxxx to the Credit Enhancer or the Issuer (and the Issuer has conveyed any such affirmation to the Credit Enhancer with respect to the addition of the Additional Home Equity Loans]. (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date Date, after taking into account the addition of the Additional Home Equity Loans, from (i) the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account and (ii) the addition weighted average Combined Loan-to-Value Ratio, the weighted average FICO score, the percentage of Mortgaged Properties that are non-owner occupied, the percentage Mortgage Loans that were originated under the Reduced Documentation Program, and the percentage of the Additional Home Equity LoansMortgage Properties located in California of the Mortgage Loans as of the initial Cut-off Date; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i1) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a properly completed and executed Transfer Document to the Owner Trustee and furnish to the Owner Trustee and the Indenture Trustee (A) the Officer's Certificate referred to in Section 2.01(b)(ii)(I2.01(b)(2)(H), (B) the revised Mortgage Loan Schedule reflecting the addition of the Additional Home Equity Loans covered by the Transfer Document, (C) an opinion of counsel relating to the Owner TrusteeSubsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending, (D) an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans substantially in the form delivered on the Closing Date, and (E) an Opinion of Counsel to the Indenture Trusteeeffect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Credit EnhancerCode, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii2) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (CB) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (DC) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (ED) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy)Notes; (FE) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (GF) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (HG) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (IH) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, Trustee and the Indenture Trustee, and the Credit Enhancer Trustee an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i2.01(b)(1), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I2.01(b)(2)(H).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (C) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (D) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i), and they may rely on the Officer's Certificate specified in Section 2.01(b)(ii)(I).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC. On the day the revised Mortgage Loan Schedule and the opinions of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (C) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (D) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i), and they may rely on the Officer's Certificate specified to be delivered to it in Section 2.01(b)(ii)(I).

Additional Transfers; Conditions Precedent to Subsequent Additions. (i) The Depositor may sell to the Trust Additional Home Equity Loans on any Subsequent Closing Date designated by the Depositor by the Latest Subsequent Closing Date. The Depositor shall notify the Owner Trustee, the Indenture Trustee, the Credit Enhancer, and each Rating Agency of its designation of a Subsequent Closing Date at least one Business Day in advance. On each Subsequent Closing Date the Depositor shall deliver a Transfer Document to the Owner Trustee and the Officer's Certificate referred to in Section 2.01(b)(ii)(I) to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer, and the Indenture Trustee shall pay, on behalf of the Trust, to the order of the Depositor, from the applicable Additional Loan Account, and set aside in an account under its control for the benefit of the Depositor for later delivery to the Depositor, the purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in that the Additional Loan Account. Upon delivery of the Transfer Document and payment of the purchase price, the Depositor hereby transfers to the Trust without recourse (subject to Sections 2.02 and 2.04) all of its right, title, and interest in each Additional Home Equity Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the relevant Subsequent Cut-off Date (excluding payments due by the Subsequent Cut-off Date) and all proceeds of the foregoing. This transfer to the Trust is to the Owner Trustee, on behalf of the Trust, and each reference in this Agreement to this transfer shall be construed accordingly. The Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an opinion of counsel relating to each Subsequent Closing Date to the effect that a court in a bankruptcy context addressing the transfer of the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of counsel relating to the perfection of security interest in the Additional Home Equity Loans each substantially in the form delivered on the Closing Date. In addition, the Depositor shall also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Opinion of Counsel to the effect that the purchase of Additional Home Equity Loans will not result in the imposition of the tax on prohibited transactions on the Trust or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or cause any REMIC created under the Trust Agreement to fail to qualify as a REMICLoans. On the day the revised Mortgage Loan Schedule and the opinions that opinion of counsel are delivered, the Indenture Trustee shall deliver, on behalf of the Trust, to the order of the Depositor the funds for the purchase price for the Additional Home Equity Loans set aside on the relevant Subsequent Closing Date, and any earnings on those funds since the relevant Subsequent Closing Date. (ii) The obligation of the Indenture Trustee on behalf of the Trust to pay the purchase price from the relevant Additional Loan Account for the benefit of the Depositor and the acceptance by the Owner Trustee of the transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (A) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (B) as of the related Subsequent Closing Date, neither the Sponsor nor the Depositor is insolvent nor shall either of them be made insolvent by the transfer of the Additional Home Equity Loans nor is either of them aware of any pending insolvency; (C) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (D) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (E) neither the Depositor nor the Trust shall have been advised in writing by any Rating Agency that the transfer of the Additional Home Equity Loans would result in a reduction or withdrawal of the Rating Agency's then current rating of the Notes (without regard to the Policy); (F) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) by virtue of repetition of Section 3.02(a) of the Purchase Agreement (excluding clauses (18), (30), (32), (33), and (34) of Section 3.02(a) of the Purchase Agreement) are true with respect to the Additional Home Equity Loans; (G) the Sponsor represents and warrants that the addition of the Additional Home Equity Loans will not result in a significant variance as of the Subsequent Closing Date from the Mortgage Loan pool characteristics covered by the representations and warranties in Section 3.02(a)(18), (30), (32), (33), and (34) of the Purchase Agreement after taking into account the addition of the Additional Home Equity Loans; (H) as of the relevant Subsequent Closing Date, the Sponsor is not aware of any mechanics' or similar liens or claims that have been filed for work, labor, or material affecting the related Mortgaged Property that are, or may be, liens prior or equal to the lien of the related mortgage, except liens that are fully insured against by the title insurance policy referred to in Section 3.02(16) of the Purchase Agreement; and (I) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner Trustee nor the Indenture Trustee need investigate or otherwise verify compliance with these conditions, except for its receipt of the documents specified to be delivered to it in Section 2.01(b)(i)above, and they may rely on the required Officer's Certificate specified in Section 2.01(b)(ii)(I)Certificate.