Common use of Conditions Precedent to Subsequent Additions Clause in Contracts

Conditions Precedent to Subsequent Additions. 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: (i) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (ii) 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; (iii) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (iv) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (v) 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); (vi) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) (excluding clauses (xvii), (xxix), (xxxi), (xxxii), and (xxxiii)) are true with respect to the Additional Home Equity Loans; (vii) 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 2.04(a)(xvii), (xxix), (xxxi), (xxxii), and (xxxiii) after taking into account the addition of the Additional Home Equity Loans; (viii) 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 2.04(xv); and (ix) 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 above, and they may rely on the required Officer's Certificate.

Conditions Precedent to Subsequent Additions. 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: (i) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (ii) 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; (iii) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (iv) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (v) 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); (vi) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) (excluding clauses (xviixvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix)) are true with respect to the Additional Home Equity Loans; (vii) 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 2.04(a)(xvii3.04(a) (xvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix) after taking into account the addition of the Additional Home Equity Loans; (viii) 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 2.04(xv2.04(xiv); and (ix) 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 above, and they may rely on the required Officer's Certificate.

Conditions Precedent to Subsequent Additions. The obligation 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 Trust, to pay the purchase price order of the Depositor, from the relevant Additional Loan Account Account, and set aside in an account under its control for the benefit of the Depositor and for later delivery to the acceptance by Depositor, the Owner Trustee purchase price in an amount equal to the Cut-off Date Asset Balance specified in the Transfer Document, up to the amount of funds remaining in the Additional Loan Account. Upon delivery of the transfer 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 Loans Loan identified in the Transfer Document, including its Asset Balance (including all Additional Balances) and all collections received on it after the other property and rights relating to them on the related relevant Subsequent Closing Cut-off Date are subject to the satisfaction of each of the following conditions (excluding payments due by the Subsequent Closing Cut-off Date: (i) and all proceeds of the Depositor shall have delivered foregoing. This transfer to the Trust is to the Owner Trustee a properly completed and executed Transfer Document; (ii) as Trustee, on behalf 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; (iii) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (iv) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (v) neither the Depositor nor the Trust and each reference in this Agreement to this transfer 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); (vi) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) (excluding clauses (xvii), (xxix), (xxxi), (xxxii), and (xxxiii)) are true with respect to the Additional Home Equity Loans; (vii) 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 2.04(a)(xvii), (xxix), (xxxi), (xxxii), and (xxxiii) after taking into account the addition of the Additional Home Equity Loans; (viii) 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 2.04(xv); and (ix) the be construed accordingly. The Depositor shall have delivered or caused the Sponsor to also deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer by the Opinion Delivery Date an Officer's Certificate confirming opinion of counsel relating to each Subsequent Closing Date to the satisfaction effect that a court in a bankruptcy context addressing the transfer of each the Additional Home Equity Loans would characterize the transfer as a sale rather than as a secured lending and an opinion of these conditions precedentcounsel relating to the perfection of security interest in the Additional Home Equity Loans. Neither On the Owner Trustee nor day the revised Mortgage Loan Schedule and that opinion of counsel are delivered, the Indenture Trustee need investigate or otherwise verify compliance with these conditionsshall deliver, except for its receipt on behalf of the documents specified aboveTrust, 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 they may rely any earnings on those funds since the required Officer's Certificaterelevant Subsequent Closing Date.

Conditions Precedent to Subsequent Additions. 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: (i) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (ii) 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; (iii) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, or the Noteholders; (iv) the Subsequent Closing Date is not after the Latest Subsequent Closing Date; (v) 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)]; (vi) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) (excluding clauses (xviixvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix)) are true with respect to the Additional Home Equity Loans; (vii) 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 2.04(a)(xvii3.04(a) (xvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix) after taking into account the addition of the Additional Home Equity Loans; (viii) 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 2.04(xv2.04(xiv); and (ix) 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 above, and they may rely on the required Officer's Certificate.

Conditions Precedent to Subsequent Additions. 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 accept transfer of the Additional Home Equity Loans and the other property and rights relating to them on the related Subsequent Closing Date are is subject to the satisfaction of each of the following conditions by the Subsequent Closing Date: (i) the Depositor shall have delivered to the Owner Trustee a properly completed and executed Transfer Document; (ii) 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; (iii) the addition shall not result in a material adverse federal tax consequence to the Trust, the Transferor, Trust or the NoteholdersCertificateholders; (iv) the Subsequent Closing Date is not after the Latest Subsequent Closing Date[______], 20[__]; (v) 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 Certificates [(without regard to the Policy)]; (vi) the Sponsor represents and warrants that on the Subsequent Closing Date each of the representations and warranties in Section 2.04(a) (excluding clauses (xviixvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix)) are true with respect to the Additional Home Equity Subsequent Mortgage Loans; (vii) 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 2.04(a)(xvii2.04(a) (xvi), (xxixxxv), (xxxixxvii), (xxxiixxviii), and (xxxiiixxix) after taking into account the addition of the Additional Home Equity Loans; (viii) 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 mortgageMortgage, except liens that are fully insured against by the title insurance policy referred to in Section 2.04(xv2.04(xiv); and (ix) the Depositor shall have delivered or caused the Sponsor to deliver to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer Trustee an Officer's Certificate confirming the satisfaction of each of these conditions precedent. Neither the Owner The Trustee nor the Indenture Trustee need shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of the documents specified above, and they may shall be entitled to rely on the required Officer's Certificate.