Common use of Conveyance of Subsequent Mortgage Loans Clause in Contracts

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.01 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution expenses and delivery hereof, does hereby transfer, assign, set over and otherwise convey costs relating to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent delivery of the Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing Agreement shall be borne by the Depositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and Ameriquest Mortgage Company as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Depositor, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.01 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution expenses and delivery hereof, does hereby transfer, assign, set over and otherwise convey costs relating to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent delivery of the Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing Agreement shall be borne by the Depositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due principal received and interest accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 of the Pooling and Servicing Home Equity Loan Purchase Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.01 2.2 of the Pooling and Servicing Home Equity Loan Purchase Agreement. The transfer to the Trustee Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master ServicerIssuer, the Indenture Trustee and the Certificateholders Noteholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Issuer on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the DepositorSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofIssuer's obligations hereunder, between and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the Depositor as purchaser filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Master Servicer State of California (which shall be submitted for filing as originator of the Subsequent Transfer Date), any continuation statements with respect thereto and as seller, any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the extent change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Instrument and the Home Equity Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller’s Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller’s Instrument, has delivered or caused to be delivered to the Trustee Custodian, at the direction of the Company, each item set forth in Section 2.01 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master ServicerCompany, the Custodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Company on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the DepositorSubsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loan Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase AgreementAgreement shall constitute a security agreement under applicable law, dated and in such event, the date hereofparties hereto acknowledge that the Custodian, between in addition to holding the Depositor as purchaser Subsequent Mortgage Loans and the Master Servicer related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Seller’s Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase AgreementAgreements, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee Trust Administrator each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller's Instrument, has delivered or caused to be delivered to the Trustee Custodian, at the direction of the Company, each item set forth in Section 2.01 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master ServicerCompany, the Custodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Company on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the DepositorSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loan Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase AgreementAgreement shall constitute a security agreement under applicable law, dated and in such event, the date hereofparties hereto acknowledge that the Custodian, between in addition to holding the Depositor as purchaser Subsequent Mortgage Loans and the Master Servicer related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Seller's Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B shall be absolute and is intended by the Depositor, the Servicer, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Sponsor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundDepositor, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Depositor pursuant to the terms of this Sponsor’s Instrument. The DepositorSponsor, contemporaneously with the delivery of this AgreementSponsor’s Instrument, has delivered or caused to be delivered to the Trustee Custodian, at the direction of the Depositor, each item set forth in Section 2.01 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Depositor by the Depositor Sponsor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, the Depositor, the Master ServicerCustodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Sponsor. The parties hereto intend that the transactions set forth herein constitute a sale by the Sponsor to the Trust Fund. (b) The Depositor, concurrently with Depositor on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Sponsor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of the DepositorSubsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the Subsequent Mortgage Loan Loans, and such other property, to secure all of the Sponsor’s obligations hereunder, and this Purchase AgreementAgreement shall constitute a security agreement under applicable law, dated and in such event, the date hereofparties hereto acknowledge that the Custodian, between in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor as purchaser and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the Master Servicer as originator proceeds thereof. (b) The expenses and as seller, costs relating to the extent delivery of the Subsequent Mortgage Loans, this Sponsor’s Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Sponsor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and Greenwich Capital Financial Products, Inc. as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of [________], 2005, between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Seller, as purchaser (the Subsequent Mortgage Loans“Purchase Agreement”). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to amounts due on the Sponsor’s Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of , 200 (the related Subsequent Cut-off Date“Sponsor’s Instrument”), between the Sponsor and the Depositor. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with Trustee on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofDepositor’s obligations hereunder, between and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as purchaser are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the Master Servicer as originator proceeds thereof. (b) The expenses and as seller, costs relating to the extent delivery of the Subsequent Mortgage Loans, this Depositor’s Instrument and such other items required under the Purchase Agreement shall be borne by the Depositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Assignment and Recognition Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf for the benefit of the Trust Fund, without recourse, Fund but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage LoansLoans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and including all amounts due interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts principal due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the transfer and delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth for deposit in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer and deliver to the Trustee for deposit in the Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee with a timely Addition Notice; (ii) the execution Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Sponsor, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit S, assignthe Depostior shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders or the Certificate Insurer; (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions specified in this Section 2.07 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Trustee, the Certificate Insurer and the Underwriters an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days Delinquent as of the related Subsequent Cut-off Date; provided, however that the Subsequent Mortgage Loans may have a first payment date occurring on Attachment A heretoor after the Subsequent Cut-off Date and, therefore, such Subsequent Mortgage Loans could not have been delinquent as of the Subsequent Cut-off Date; (ii) the original term to stated maturity of the Subsequent Mortgage Loan will be 360 months from its first payment date; (iii) the Subsequent Mortgage Loan must be an adjustable-rate, residential mortgage loan with a first lien on the related Mortgaged Property; (iv) the Subsequent Mortgage Loan must have a first payment date occurring prior to September 2, 2007; (v) the Subsequent Mortgage Loan must have a maturity date no later than August 1, 2037; (vi) no Subsequent Mortgage Loan will be a buy-down loan or a New York State “high cost loan”; (vii) the Subsequent Mortgage Loan must have a credit score of not less than 600; (viii) the Subsequent Mortgage Loan must have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from 5.000% per annum to 15.000% per annum; and (ix) the Subsequent Mortgage Loan will have been underwritten in accordance with the criteria set forth under “The Mortgage Pool—Underwriting Standards” in the Prospectus Supplement. (d) As of the related Subsequent Cut-off Date, each group of Subsequent Mortgage Loans will satisfy the following criteria: (i) have a weighted average Mortgage Rate ranging from 6.500% to 8.000% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 50.00% of such Subsequent Mortgage Loans; (iii) have a weighted average credit score ranging from 680 to 720; (iv) have no more than 60.00% and 40.00% of such Mortgage Loans concentrated in the state of California and Florida, respectively; (v) have no less than 65.00% of the Mortgaged Properties securing Mortgage Loans be owner occupied; (vi) have no less than 65.00% of the Mortgaged Properties securing Mortgage Loans be single family detached and de minimis planned unit developments; (vii) have no more than 40.00% of the Mortgage Loans be cash-out refinance; (viii) have any of such group of Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 78.00% of the Mortgage Loans be Mortgage Loans with an interest only period; and (x) together with the Mortgage Loans already included in the Trust, have no more than 5.00% of such Mortgage Loans (by aggregate Stated Principal Balance as of the Subsequent Cut-off Date) secured by Mortgaged Properties located in any one zip code. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any class of Certificates without, in the case of the Class AM Certificates, taking the Policy into account. In addition, minor variances from the characteristics stated in clauses (c) and (d) above will be permitted with the consent of the Rating Agencies and the Certificate Insurer so long as there are compensating factors. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Sponsor, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller's Instrument, has delivered or caused to be delivered to the Trustee Certificate Administrator, at the direction of the Company, each item set forth in Section 2.01 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master ServicerCompany, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Company on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the DepositorSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loan Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase AgreementAgreement shall constitute a security agreement under applicable law, dated and in such event, the date hereofparties hereto acknowledge that the Certificate Administrator, between in addition to holding the Depositor as purchaser Subsequent Mortgage Loans and the Master Servicer related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Seller's Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller’s Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of , 2005 (the related Subsequent Cut-off Date“Seller’s Instrument”), between the Seller and the Company. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany’s Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor to Company. The parties hereto intend that the Trust Fund. (b) The Depositor, concurrently with transactions set forth herein constitute a sale by the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Company to the Trustee without recourse for on the benefit Subsequent Transfer Date of the Certificateholders all the Company’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the DepositorSubsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofCompany’s obligations hereunder, between and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Company’s Instrument and such other items required under the Purchase Agreement shall be borne by the Company. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Custodian (on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit R, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 103.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 3 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.000% per annum or greater than 11.000% per annum; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on Attachment A heretoor before November 1, 2005 and will include 30 days’ interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 4.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 10.500% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.500% per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “First Franklin Financial Corporation—Underwriting Standards” in the Prospectus Supplement. (d) Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.000% per annum and not more than 8.500% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a Stated Principal Balance at origination which does not conform to Fxxxxx Mxx and Fxxxxxx Mac loan limits; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 65.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted average FICO score of not less than 620 and (vii) have no more than 22.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable-Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 5.500% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.000% per annum and not more than 8.500% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 101.00%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 65.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) have a weighted average FICO score of not less than 620 and (vii) have no more than 15.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 5.500% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Mortgage Loan Seller, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of [_____], 2005, between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Seller, as purchaser (the Subsequent Mortgage Loans“Purchase Agreement”). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Seller's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 6.12 of the Indenture to the Custodian each item set forth in Section 2.01 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer. (b) The Depositor, concurrently with the execution and delivery hereof, does Issuer hereby transfer, assign, set over and otherwise convey grants to the Trustee without recourse Indenture Trustee, as trustee for the benefit of the Certificateholders Noteholders and the Note Insurer, all of the Issuer's right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser Loans and the Master Servicer as originator proceeds thereof under the Related Documents, excepting the Seller's Yield and as seller, all amounts due or accrued on the Subsequent Mortgage Loans on or prior to the extent related Subsequent Cut-off Date. (c) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Instrument and the Sale and Servicing Agreement shall be borne by the Seller. (cd) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after _____________ __, 2005 (the related "Subsequent Cut-off Date"), and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, EMC Mortgage Corporation, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of ___________ __, 2005, between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Seller, as purchaser (the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee Company and the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts interest due on and principal received with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts interest due and principal received (including Prepayments and Curtailments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller and the Company, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Company by the Seller and to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Company and the Company to the Trust Fund. (b) The Depositor, concurrently with the execution expenses and delivery hereof, does hereby transfer, assign, set over and otherwise convey costs relating to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent delivery of the Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto. The Subsequent Cut-off Date for each of the Subsequent Mortgage Loans being transferred pursuant to this Agreement is set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller's Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of , 2003 (the related Subsequent Cut-off Date"Seller's Instrument"), between the Seller and ------ -- the Company. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor to Company. The parties hereto intend that the Trust Fund. (b) The Depositor, concurrently with transactions set forth herein constitute a sale by the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Company to the Trustee without recourse for on the benefit Subsequent Transfer Date of the Certificateholders all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the DepositorSubsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofCompany's obligations hereunder, between and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Company's Instrument and such other items required under the Purchase Agreement shall be borne by the Company. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between among the Depositor as purchaser and purchaser, the Master Servicer as originator and Ameriquest Securities L.L.C. as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 6.12 of the Indenture to the Custodian each item set forth in Section 2.01 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer. (b) The Depositor, concurrently with the execution and delivery hereof, does Issuer hereby transfer, assign, set over and otherwise convey grants to the Trustee without recourse Indenture Trustee, as trustee for the benefit of the Certificateholders Noteholders and the Note Insurer, all of the Issuer's right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser Loans and the Master Servicer as originator proceeds thereof under the Related Documents, excepting the Depositor's Yield and as seller, all amounts due or accrued on the Subsequent Mortgage Loans on or prior to the extent related Subsequent Cut-off Date. (c) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Instrument and the Sale and Servicing Agreement shall be borne by the Seller. (cd) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the related Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the mortgage pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee (or the Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the mortgage pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator, the Servicer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Mortgage Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit K, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.09 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms Each Subsequent Mortgage Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Mortgage Loan that has not been identified on the Cut-off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Mortgage Loan may not be sixty (60) or more days delinquent as of the last day of the month preceding the related Cut-off Date; (ii) the servicer of each Subsequent Mortgage Loan will be Ocwen; (iii) such Subsequent Mortgage Loan will be secured by a first or second lien; (iv) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 172 months and will not exceed 359 months; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2036; (vi) no Subsequent Mortgage Loan will have a first payment date occurring after September 1, 2006; (vii) such Subsequent Mortgage Loan will have a credit score of not less than approximately 526; (viii) such Subsequent Mortgage Loan will not have a combined loan-to-value ratio greater than 100%; (ix) such Subsequent Mortgage Loan will not have a principal balance greater than approximately $543,237; (x) if such Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, it will have a Gross Margin not less than approximately 4.950% per annum; and (x) such Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than approximately 12.850%. (d) As of each related Cut-off Date, the aggregate of the Subsequent Mortgage Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including the Subsequent Mortgage Loans that have not been identified on the Cut-off Date and are sold to the Trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average Gross Margin of approximately 5.583% per annum; (ii) have a weighted average credit score greater than approximately 640; (iii) have no less than approximately 93.11% of the Mortgaged Properties be owner occupied; (iv) have no less than approximately 82.63% of the Mortgaged Properties be single family detached or planned unit developments; (v) have no more than approximately 45.99% of the Subsequent Mortgage Loans be cash out refinance; (vi) have a weighted average remaining term to stated maturity of not less than approximately 340 months; (vii) have a weighted average combined loan-to-value ratio of not more than approximately 78.90%; (viii) no more than approximately 43.55% of the Subsequent Mortgage Loans by aggregate principal balance will be balloon loans; (ix) no more than approximately 76.02% of the Subsequent Mortgage Loans by aggregate principal balance will be concentrated in one state; (x) have a weighted average Maximum Mortgage Rate not less than approximately 14.03%; and (xi) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Mortgage Loan Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Off Date. The DepositorMortgage Loan Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Mortgage Loan Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorMortgage Loan Seller, the Master Mortgage Loan Seller, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Mortgage Loan Seller to the Trust Fund. (b) The DepositorMortgage Loan Seller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Mortgage Loan Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of [_____], between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Mortgage Loan Seller, as purchaser (the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and Greenwich Capital Financial Products, Inc. as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundDepositor, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Depositor pursuant to the terms of this Seller’s Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller’s Instrument, has delivered or caused to be delivered to the Trustee Custodian, at the direction of the Depositor, each item set forth in Section 2.01 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Depositor by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Depositor, the Master ServicerCustodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Depositor on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Depositor as of the DepositorSubsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loan Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase AgreementAgreement shall constitute a security agreement under applicable law, dated and in such event, the date hereofparties hereto acknowledge that the Custodian, between in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Depositor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Depositor as purchaser and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the Master Servicer as originator proceeds thereof. (b) The expenses and as seller, costs relating to the extent delivery of the Subsequent Mortgage Loans, this Seller’s Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller’s Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of , 200 (the related Subsequent Cut-off Date“Seller’s Instrument”), between the Seller and the Depositor. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with Trustee on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofDepositor’s obligations hereunder, between and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as purchaser are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the Master Servicer as originator proceeds thereof. (b) The expenses and as seller, costs relating to the extent delivery of the Subsequent Mortgage Loans, this Depositor’s Instrument and such other items required under the Purchase Agreement shall be borne by the Depositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 2.07 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) . Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the subsequent mortgage loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 (the “Subsequent Mortgage Loans”), and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) . Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after _____________ __, 2004 (the related "Subsequent Cut-off Date"), and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, EMC Mortgage Corporation, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of ___________ __, 2004, between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Seller, as purchaser (the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional Any additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor, the Certificate Insurer and the Trustee, respectively, each applicable item set forth in Section 2.01 2.04 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) . Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller’s Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of , 2004 (the related Subsequent Cut-off Date“Seller’s Instrument”), between the Seller and the Company. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany’s Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor to Company. The parties hereto intend that the Trust Fund. (b) The Depositor, concurrently with transactions set forth herein constitute a sale by the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Company to the Trustee without recourse for on the benefit Subsequent Transfer Date of the Certificateholders all the Company’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the DepositorSubsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofCompany’s obligations hereunder, between and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Company’s Instrument and such other items required under the Purchase Agreement shall be borne by the Company. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.01 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution expenses and delivery hereof, does hereby transfer, assign, set over and otherwise convey costs relating to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent delivery of the Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing Agreement shall be borne by the Depositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee on behalf without recourse all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to the Subsequent Mortgage LoansLoans so assigned and the Depositor shall deliver to, and including all amounts due on deposit with, the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and Trustee all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and take all actions required under Section 2.01 regarding the assignment of the Pooling and Servicing Agreementa MERS Mortgage Loan; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for inclusion in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, each Subsequent Mortgage Loan shall constitute part of the Mortgage Group to which it has been designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the related Subsequent Transfer Date. Upon delivery by the Depositor of a timely Addition Notice, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Issuing Entity shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group One and Group Two may not exceed the portion of the Original Pre-Funded Amount related to Group One or the portion of the Original Pre-Funded Amount related to Group Two, respectively)). The purchase price paid by the Issuing Entity for the Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Trustee from the Pre-Funding Account and paid to the Depositor. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for inclusion in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee and the Servicer with a timely Addition Notice; (ii) the execution Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Depositor shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Servicer at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) the Funding Period shall not have terminated; (v) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.10 and, assignpursuant to the Subsequent Transfer Instrument, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; (vi) the Depositor shall have delivered to the Trustee a certificate (with copies provided to the Rating Agencies), which the Trustee may conclusively rely on, including for purposes of paragraph (c) and (d) stating that the characteristics of the Subsequent Mortgage Loans substantially conform to the characteristics set forth in paragraphs (c) and (d) below and that such Subsequent Mortgage Loans were not selected in a manner that the Depositor believes to be adverse to Certificateholders; (vii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and (viii) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee. (c) Additional terms The obligation of the sale are Issuing Entity to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date (or such other date as is specified herein): (i) the Subsequent Mortgage Loan may not be 31 or more days delinquent as of the related Subsequent Cut-off Date (except with respect to not more than 1.5% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be 31 or more days delinquent but less than 60 days delinquent as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a term since origination not in excess of 6 months; (vi) the Subsequent Mortgage Loan must have a first Monthly Payment due on Attachment A heretoor before December 1, 2006; (vii) reserved; (viii) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "Underwriting Guidelines" in the Prospectus Supplement, (ix) the Subsequent Mortgage Loan must provide for monthly interest payments due on the first day of each calendar month, and (x) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, (A) the Subsequent Mortgage Loan must be a "qualified mortgage" within the meaning of Section 860G of the Code and Treasury Regulations Section 1.860G-2 (as determined without regard to Treasury Regulations Section 1.860G-2(a)(3) or any similar provision that treats a defective obligation as a qualified mortgage for a temporary period), (B) the Subsequent Mortgage Loan does not provide for interest other than at either (I) a single fixed rate in effect throughout the term of the Subsequent Mortgage Loan or (II) a "variable rate" (within the meaning of Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the term of the Subsequent Mortgage Loan, (C) the Depositor would not, based on the delinquency status of such Subsequent Mortgage Loan, institute foreclosure proceedings prior to the next scheduled payment date for such Subsequent Mortgage Loan, (D) the Subsequent Mortgage Loan was not the subject of pending or final foreclosure proceedings and (E) each of the representations and warranties of the Sponsor in the Sale Agreement shall be true, complete and correct with respect to such Subsequent Mortgage Loan. (d) Following the purchase of the Subsequent Mortgage Loans by the Issuing Entity, the Mortgage Loans (including the Subsequent Mortgage Loans) will have characteristics that, as of the Subsequent Cut-off Date, are not materially inconsistent with the Initial Mortgage Loans. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by a Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller's Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of ______ __, 2002 (the related Subsequent Cut-off Date"Seller's Instrument"), between the Seller and the Company. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee Certificate Administrator each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the Master ServicerTrustee, the Trustee Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor to Company. The parties hereto intend that the Trust Fund. (b) The Depositor, concurrently with transactions set forth herein constitute a sale by the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Company to the Trustee without recourse for on the benefit Subsequent Transfer Date of the Certificateholders all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the DepositorSubsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofCompany's obligations hereunder, between and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Certificate Administrator on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Company's Instrument and such other items required under the Purchase Agreement shall be borne by the Company. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the Depositor, the Mortgage Loan Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee Company and the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts interest due on and principal received with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts interest due and principal received (including Prepayments and Curtailments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller and the Company, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Company by the Seller and to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Company and the Company to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrustee, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.01 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts due on the Seller's Subsequent Mortgage Loans on or prior to Transfer Instrument, dated as of ______ __, 2003 (the related Subsequent Cut-off Date"Seller's Instrument"), between the Seller and the Company. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee Custodian each item set forth in Section 2.01 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the Master ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor to Company. The parties hereto intend that the Trust Fund. (b) The Depositor, concurrently with transactions set forth herein constitute a sale by the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Company to the Trustee without recourse for on the benefit Subsequent Transfer Date of the Certificateholders all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the DepositorSubsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofCompany's obligations hereunder, between and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as originator designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the extent change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Company's Instrument and such other items required under the Purchase Agreement shall be borne by the Company. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor does hereby of all or a portion of the balance of related funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund (subject to the other terms and provisions of the Trust Fund, without recourse, this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor Sponsor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the such Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee Trust for deposit in Loan Group I or Loan Group II, as applicable, by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master ServicerSponsor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on its behalf at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust Fundfrom amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee on behalf of the Trust for deposit in the applicable Loan Group the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Paying Agent shall release related funds from the Pre-Funding Account in amounts equal to the Subsequent Mortgage Loans in each Loan Group purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Sponsor shall cause to be delivered to the Trustee and the Servicer, at least three Business Days prior to the related Subsequent Transfer Date, a computer file containing such Mortgage Loan Schedule; (ii) the Depositor shall have furnished to the Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer of each such Subsequent Mortgage Loan is the existing Servicer, then a written acknowledgement of the Servicer that it is servicing such Subsequent Mortgage Loans pursuant to any related servicing agreement, or (y) if the servicer of each such Subsequent Mortgage Loan is not the existing Servicer, then a servicing agreement and assignment, assumption and recognition agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the execution Servicer; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit M hereto, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency with respect to it; (iv) such sale and delivery hereoftransfer shall not result in a material adverse tax consequence to the Trust or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders; and (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 to the extent of the Subsequent Mortgage Loans and, does hereby transferpursuant to the Subsequent Transfer Instrument, assign, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the following: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the sale are set forth Certificateholders; (iii) as of the related Subsequent Cut-off Date, each such Subsequent Mortgage Loan will satisfy the following criteria: (A) Such Subsequent Mortgage Loan may not be 30 or more days Delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (B) The original term to stated maturity of such Subsequent Mortgage Loan will not exceed 480 months; (C) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month LIBOR, One Year LIBOR adjustable rate Mortgage Loan with a first lien on Attachment A heretothe related Mortgaged Property; (D) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2007; (E) The latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2047; (F) Such Subsequent Mortgage Loan will have a credit score of not less than 520; (G) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date ranging from approximately 1.500% per annum to approximately 5.500% per annum; (H) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-off Date greater than 16.000%; and (I) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the underwriting guidelines of EMC; (d) As of the related Subsequent Cut-off Date, the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria: (i) have a weighted average Gross Margin ranging from 2.25% to 3.50% per annum; (ii) have a weighted average credit score greater than 650; (iii) have no less than 80% of the Mortgaged Properties be owner occupied; (iv) have no less than 75% of the Mortgaged Properties be single family detached or planned unit developments; (v) have no more than 55% of the Subsequent Mortgage Loans be cash out refinance; (vi) for all Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a Primary Insurance Policy; (vii) have a weighted average maximum mortgage rate greater than or equal to 10.500%; and (viii) be acceptable to the Rating Agencies. To the extent that the Pre-Funded Amounts have not been fully applied to the purchase of Subsequent Mortgage Loans on or before July 15, 2007, the Certificateholders in each Loan Group will receive on the Distribution Date immediately following July 15, 2007 the Remaining Pre-Funded Amounts relating to each Loan Group. Any such amounts transferred from the Pre-Funding Account will be included in Principal Funds for such Loan Group and distributed to the Holders of the related Certificates pursuant to Section 6.01.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Custodian (on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit X, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 3 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.800% per annum or greater than 14.150% per annum; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on Attachment A heretoor before January 1, 2007 and will include 30 days’ interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.750% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.250% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.250% per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “The Originator—Underwriting Standards” in the Prospectus Supplement. (d) Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will (subject to a variance of +/- 5%): (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 8.620% per annum and not more than 8.720% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.00%; (iv) have no Mortgage Loan with a Stated Principal Balance at origination which does not conform to Fxxxxx Mxx and Fxxxxxx Mac loan limits; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 54.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted average FICO score of not less than 605 and (vii) have no more than 21.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable-Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 6.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will (subject to a variance of +/- 5%): (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 8.470% per annum and not more than 8.570% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 85.00%; (iv) have no Mortgage Loan with a principal balance in excess of $1,300,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 57.50% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) have a weighted average FICO score of not less than 635 and (vii) have no more than 22.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 5.900% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee Depositor and the Trustee, respectively, each applicable item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust FundTrust. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and has taken all actions required under Section 2.01 regarding the assignment of a MERS Mortgage Loan. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the schedule of Mortgage Loan Schedule Loans attached hereto as Attachment B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee Company and the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts interest due on and principal received with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts interest due and principal received (including Prepayments and Curtailments) on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller and the Company, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Company by the Seller and to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Company and the Company to the Trust Fund. (b) The Depositor, concurrently with the execution expenses and delivery hereof, does hereby transfer, assign, set over and otherwise convey costs relating to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent delivery of the Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto. The Subsequent Cut-off Date for each of the Subsequent Mortgage Loans being transferred pursuant to this Agreement is set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date). (b) The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (c) The Depositor shall transfer to the Trustee for deposit in the pool of Mortgage Loans the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date): (i) the Depositor shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders or the Certificate Insurer; (vii) the NIMS Insurer, assignif any, set over and otherwise convey must consent to such conveyance; (viii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.04 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase this Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee, the Certificate Insurer and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (d) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (a) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified herein and in the related Subsequent Transfer Instrument; (b) the Depositor will not select such Subsequent Mortgage Loan in a manner that it believes to be adverse to the interests of the Certificateholders or the Certificate Insurer; (c) Additional terms the depositor will deliver certain opinions of counsel with respect to the validity of the sale are set forth conveyance of such Subsequent Mortgage Loan; and (d) following the purchase of any Subsequent Mortgage Loan by the trust, the Mortgage Loans (including the related Subsequent Mortgage Loans) will, as of the related Cut-off Date not vary by more than the permitted variance specified in the below table. For purposes of the calculations described in the below table, percentages of the Mortgage Loans will be based on Attachment A heretothe Stated Principal Balance of the Closing Date Mortgage Loans and Subsequent Mortgage Loans as of their respective Cut-off dates. [Missing Graphic Reference] Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates (without regard to the Policy). At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and Ameriquest Mortgage Company as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, irrevocably transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundPurchaser, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Credit Line Agreements, including all amounts due interest accruing and principal collected by the Seller on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items or with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 on or after the Subsequent Cut-Off Date of any related insurance policies on behalf of the Purchaser. The Seller shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement; provided, however that the Depositor reserves ) and retains all right, title and interest other required documentation in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously accordance with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item terms set forth in Section 2.01 3.8(b) of the Pooling and Servicing Agreement. The transfer costs relating to the Trustee delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Seller. Additional terms of the sale are attached hereto as Attachment A. The Seller hereby affirms the representations and warranties set forth on Attachment A heretoin the Pooling and Servicing Agreement that related to the Subsequent Mortgage Loans as of the date hereof. The Seller hereby delivers notice and confirms that each of the conditions set forth in Section 3.8(b) to the Pooling and Servicing Agreement are satisfied as of the date hereof. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. 154 Terms and capitalized and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust Administrator for the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee Trust Administrator each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee Trust Administrator by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Indenture Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.05 of the Pooling and Servicing AgreementIndenture; provided, however that the Depositor Company reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorCompany, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.01 2.05 of the Pooling and Servicing AgreementIndenture. The transfer to the Indenture Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale by the Depositor Company to the Trust Fund. (b) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Indenture Trustee without recourse for the benefit of the Certificateholders Bondholders all the right, title and interest of the DepositorCompany, in, to and under the Subsequent Mortgage Loan Purchase Sale and Contribution Agreement, dated the date hereofNovember 6, 2002, between the Depositor Company, as purchaser purchaser, and Impac Mortgage Holdings, Inc., as seller (the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. As of September 30, 1997 (a) The Depositor the "Subsequent Transfer Date"), the Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably transfer, assign, set over and otherwise convey to the Trustee Depositor and the Depositor does hereby irrevocably transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for the benefit of the Certificateholders herein) all the right, title and interest of the Depositor, in, in and to any and under all benefits accruing from the Subsequent Mortgage Loans, other than any principal received and interest payments received thereon on or prior to September 1, 1997, (such date, the "Subsequent Cut-Off Date") which are delivered to the Trustee herewith (and all substitutions therefor as provided by Sections 3.04, 3.05 and 3.06 of the Pooling and Servicing Agreement), together with the related Subsequent Mortgage Loan Purchase documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The Seller shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement, dated ) and other required documentation in accordance with the terms set forth in Sections 3.05 and 3.07 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Seller. The Seller hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Seller and the Subsequent Mortgage Loans as of the date hereof, between . The Seller hereby delivers notice and confirms that each of the Depositor as purchaser conditions set forth in Section 3.07(b) and the Master Servicer as originator and as seller, 3.07(c) to the extent Pooling and Servicing Agreement are satisfied as of the date hereof. Pursuant to Section 3.07(a) of the Pooling and Servicing Agreement, the Seller hereby instructs the Trustee to release one-hundred percent of the aggregate principal balances of the Subsequent Mortgage Loans. (c) Additional terms Loans so transferred from the Pre-Funding Account, pursuant to this Subsequent Transfer Agreement which shall include $3,868,685.00 of the sale Subsequent Mortgage Loans listed in Schedule I-A hereto in Group I and $45,395,806.74 of the Subsequent Mortgage Loans listed in Schedule I-B hereto in Group II. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth on Attachment A hereto.in the Pooling and Servicing Agreement. AMRESCO RESIDENTIAL SECURITIES CORPORATION as Depositor By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL CAPITAL MARKETS, INC. as Seller By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL SECURITIES CORPORATION MORTGAGE LOAN TRUST 1997-3, by The Bank of New York as Trustee By: /s/ Franx Xxxxxx --------------------------------------- Name: Franx Xxxxxx ------------------------------------- Title: ------------------------------------ Dated: September 30, 1997 SERVICER AMRESCO LAST ZIP PROPERTY MATURITY LOAN NUMBER LOAN NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ----------- ----------- ---- ------- ---- ----- ---- ---- ---- 3877123 3877123AD BECK 1424 XXXXXX XXXXXX JACKSONVILL FL 32218 SFR 9/1/12 3879509 3879509AD BUTLXX 1028 XXXXXXXX XXXXX XX 00000 XXX 9/1/27 3923166 3923166AD LAZO 7079 XXXXXXXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 9/1/27 3928074 3928074AD NUNEX 522 XX. XXXXXXX XXXXXX SAN ANTONIO TX 78202 SFR 9/1/27 3928223 3928223AD LEE 747 XXXXX XXXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932324 3932324AD DADE 9619 XXXXXXXXX XXXX LAREDO TX 78045 SFR 9/1/27 3932373 3932373AD DAHL 6766 00XX XXXXXX XXXXXXXXXX XX 00000 XXX 9/1/12 3932381 3932381AD HAMMXXX 6833 0XX XX XXX XXXXX XX 00000 XXX 9/1/27 3932399 3932399AD PORJES 95-2000 XXXXXXXXX XXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932522 3932522AD MCKEXXX 5840 XXXXXX XXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3932720 3932720AD GREEX 137 X. XXXX XXXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3940905 3940905AD MIGUXX LOT #00 XXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3940913 3940913AD WARD 4873 XXXXXXXXXX XXXXX XXX XXXX XX 00000 XXX 9/1/27 3941002 3941002AD BARNXX 2931 XXXXXXXX XXXXXX DUARTE CA 91010 SFR 9/1/27 3941093 3941093AD AKERX 271 XXXX XXXXXX COSTA MESA CA 92627 SFR 9/1/27 3941325 3941325AD STEWXXX 3677-0000 XXXX XXXXXXX XXXXXXX MI 48207 2-4 UNITS 9/1/12 3941481 3941481AD VAMANRAV 11160 XXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3941960 3941960AD KOZHUSKO 77 IXXXXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3941994 3941994AD HOLLXX 8026 XXXXXXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3943289 3943289AD MIRANDA 3554 XX XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943313 3943313AD HAMRXX 8121 XXXX XXXXX XXX CITRUS HEIG CA 95610 SFR 9/1/12 3943347 3943347AD AMBRXXX 920 XXX XXXXXX XXXXXXXXX XX 00000 XXX 9/1/27 3943420 3943420AD RAMOX 11260 XXXXXXXXX 000XX XXXX XXXXX XX 00000 XXX 9/1/12 3943487 3943487AD SMITX 1210 XXXXXX XXXX XXXXXXXXXX XX 00000 XXX 10/1/27 3943503 3943503AD ADAMX 1540 XXXXX XXXXXX XXXXXX XXXXXXXXX XX 00000 XXX 10/1/12 3943586 3943586AD BLAKE 795 XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943727 3943727AD OLIVXX 1919 X. 00XX XXXXX XXXX XX 46404 SFR 10/1/12 3946837 3946837AD THOMX 7528 XXXXX XXXXXX CITRUS HEIG CA 95610 SFR 9/1/12 3946910 3946910AD MCGIXXXX LOT 0-X-0 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3946969 3946969AD NYE 1065 XXXXXXXX XXX XXXXXXXX XX 00000 XXX 10/1/27 3947017 3947017AD HOUSTON 9041 XXXXX XXXXXX XXXXXXXX XX 00000 XXX 10/1/12 3947033 3947033AD KENNXX 2918 XXXXXXXXX XXXXX XXXXXXX XX 00000 XXX 10/1/12 3947041 3947041AD JOHNXXX 10710 XXXXX XXXXXXXX XXXXX XXXXX XX 00000 XXX 10/1/27 3947058 3947058AD MCDUXXXX 5822 XXXXXXXXX 00XX XXXXXX XXXXX XX 00000 XXX 10/1/27 3947181 3947181AD HOWAXX 12220-00 XXXXX XXXXXXXX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947199 3947199AD HOWAXX 3932-00 XXXXX XXXXXXXXX XX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947223 3947223AD FALLA 12730 XXXXXXXXX 00XX XXXXX XXXXX XX 00000 XXX 9/1/27 3957164 3957164AD VALDXX 85-100 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3957198 3957198AD BELLXXXXX 1122 XXXXXXX XXXXXX XXXXXX XX 00000 XXX 10/1/27 10012656 10012656AD MCDONALD 6048 XXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 10/1/12 10017382 10017382AD CHEIRS 3848 XXXXXXXXXXX XXXX MEMPHIS TN 38127 SFR 10/1/27 10017390 10017390AD DRAKE 718 XXXXXX XXXXXX XXXXXXX XX 00000 XXX 10/1/27 10017408 10017408AD SCHAXXXXXX 59-400 XXXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 10017457 10017457AD BARRXXX 213 XXX XXXXXX XXXXXXXXXXX XX 00000 XXX 10/1/27 10017614 10017614AD FERRXX 699 XXXXXX XXXX WHITEHALL OH 43213 SFR 10/1/27 10022465 10022465AD ZIBRAT 244 XXXX XXXXXX XXXX XXXX X XX 00000 XXX 10/1/12 TOTAL 46 SERVICER 9/1/97 CURRENT CURRENT OCCUPANCY ORIGINAL DUE LOAN NUMBER SCHEDULED BALANCE RATE P&I PAYMENT LTV STATUS TERM SERVICER ORIGINATOR DATE ----------- ----------------- ---- ------------ --- ------ ---- -------- ---------- ---- 3877123 23,100.00 10.33 252.92 60 NON OWNER 180 ADVANTA AMRESCO 10/1/97 3879509 48,600.00 12.5 518.69 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3923166 40,000.00 7.7 285.18 37.74 OWNER 360 ADVANTA AMRESCO 10/1/97 3928074 22,500.00 12.25 235.78 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3928223 45,000.00 8.5 346.01 60.81 OWNER 360 ADVANTA AMRESCO 10/1/97 3932324 57,300.00 10.6 528.43 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3932373 50,000.00 7.95 476.38 53.76 OWNER 180 ADVANTA AMRESCO 10/1/97 3932381 71,500.00 9.38 594.96 67.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3932399 41,250.00 10.08 364.44 75 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3932522 161,600.00 10.7 1502.44 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3932720 23,400.00 10.71 217.73 65 OWNER 360 ADVANTA AMRESCO 10/1/97 3940905 59,500.00 8.2 444.91 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3940913 92,000.00 7.7 655.92 33.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3941002 90,000.00 9.45 753.49 53.25 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3941093 217,500.00 9.2 1781.44 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3941325 15,000.00 10.35 164.42 75 OWNER 180 ADVANTA AMRESCO 10/1/97 3941481 114,400.00 10.7 1063.61 82.9 OWNER 360 ADVANTA AMRESCO 10/1/97 3941960 347,900.00 9.2 2849.49 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3941994 218,400.00 11.6 2179.48 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3943289 44,000.00 10.2 478.22 41.51 OWNER 180 ADVANTA AMRESCO 11/1/97 3943313 99,000.00 8.85 995.31 86.09 OWNER 180 ADVANTA AMRESCO 10/1/97 3943347 127,500.00 9.5 1072.09 85.57 OWNER 360 ADVANTA AMRESCO 10/1/97 3943420 75,200.00 10.45 828.93 80 OWNER 180 ADVANTA AMRESCO 10/1/97 3943487 37,000.00 11.26 359.65 56.49 OWNER 360 ADVANTA AMRESCO 11/1/97 3943503 60,000.00 9.7 633.8 53.1 OWNER 180 ADVANTA AMRESCO 11/1/97 3943586 34,400.00 11.45 400.76 80 OWNER 180 ADVANTA AMRESCO 11/1/97 3943727 30,000.00 9.38 311.1 65.22 OWNER 180 ADVANTA AMRESCO 11/1/97 3946837 37,000.00 7.95 352.52 34.91 OWNER 180 ADVANTA AMRESCO 10/1/97 3946910 112,000.00 8.85 889.12 80 OWNER 360 ADVANTA AMRESCO 11/1/97 3946969 83,400.00 9.2 683.09 60 OWNER 360 ADVANTA AMRESCO 11/1/97 3947017 33,500.00 10.38 367.82 33.17 OWNER 180 ADVANTA AMRESCO 11/1/97 3947033 67,200.00 10.25 732.45 70 OWNER 180 ADVANTA AMRESCO 11/1/97 3947041 37,200.00 9.38 309.55 59.52 OWNER 360 ADVANTA AMRESCO 11/1/97 3947058 31,050.00 11.5 307.49 69 OWNER 360 ADVANTA AMRESCO 11/1/97 3947181 104,000.00 9.5 1085.99 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947199 102,050.00 9.5 1065.63 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947223 122,400.00 11.25 1188.82 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3957164 133,600.00 10.1 1182.32 78.59 OWNER 360 ADVANTA AMRESCO 11/1/97 3957198 29,250.00 9.58 247.66 75 NON OWNER 360 ADVANTA AMRESCO 11/1/97 10012656 29,835.00 10.23 324.82 27.12 OWNER 180 ADVANTA AMRESCO 11/1/97 10017382 46,750.00 10.75 436.4 85 OWNER 360 ADVANTA AMRESCO 11/1/97 10017390 57,600.00 11.48 569.53 80 OWNER 360 ADVANTA AMRESCO 11/1/97 10017408 500,000.00 7.87 3623.61 73.75 OWNER 360 ADVANTA AMRESCO 11/1/97 10017457 28,000.00 11.38 274.72 70 OWNER 360 ADVANTA AMRESCO 11/1/97 10017614 38,800.00 10.7 360.73 79.84 OWNER 360 ADVANTA AMRESCO 11/1/97 10022465 29,000.00 10.58 322.01 58 OWNER 180 ADVANTA AMRESCO 11/1/97 TOTAL $ 3,868,685.00 SERVICER AMRESCO LOAN LOAN LAST ZIP PROPERTY MATURITY NUMBER NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ------- --------- ------- ------------------------- --------- --- ----- ---- ---------- 2361384 2361384AD RAMIXXX 3236 XXXX XXXX XX PASO TX 79936 SFR 12/01/2026 2365948 2365948AD WHIPXXX TRACX 0 XXXXXX XXXXX XXXX XXXXXXX XX 00000 XFR 02/01/2027 2366433 2366433AD LAGNXXX 1300 XXXXX XXXXX XXXXXX NAPLES FL 34105 SFR 02/15/2027 2366722 2366722AD MOSLXX 10930 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 02/15/2027 2651974 2651974AD LEE 1201 XXXXXX XXXXXX #3002 HONOLULU HI 96822 CONDO 03/01/2027 2652048 2652048AD HERRXX 1367 XXXXXXXX XXXXXX XXXXXXX XXX XX 00000 XFR 03/01/2027 2652220 2652220AD WATTX 1132 XXXXXXXXX XXXX SANGER TX 76266 SFR 03/01/2027 2653111 2653111AD GONZXXXX 1103 XXXXX XXXX XXXXXX XX 00000 XFR 03/15/2027 2882025 2882025AD ADEEB 2507 XXXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 04/01/2027 2882207 2882207AD WILKXXXXX 1121 XXXXXX XXX. ANDERSON IN 46016 SFR 04/01/2027 2882256 2882256AD SIMOXXXX 1975 XXXXXXXXX 000XX XXX. XXXXX XX 00000 XFR 05/01/2027 2882264 2882264AD WEST 2072 XXXXXXXX XXX. XXXXXXX XXX XX 00000 XFR 04/01/2027 2882447 2882447AD DOVERSOLA 676 XXXX XX. XXXXXXXX XX 00000 XFR 05/01/2027 2882454 2882454AD CALASH 115 XXXXX XX. XXX XXXXX XX 0000 XFR 05/01/2027 2882819 2882819AD ARMSXXXXX 824 XXXX XXXXX XXXX HAZELWOOD MO 63042 SFR 05/01/2027 2882884 2882884AD HAYEX 3855 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2882892 2882892AD CASTILLA 3828 X. 00XX XXXXXX #000 XXXXXXX XX 00000 XFR 04/01/2027 2882900 2882900AD MCCOXXXXX 132 XXXXX X XXXXXX XXXX XXXXX XX 00000 XFR 05/01/2027 2882934 2882934AD GALVXX 1204 XXXXXXXXXXXX XXX XXXXXX XX 00000 XFR 05/01/2027 2883197 2883197AD LUCIANO 47-700 XXX XXXX XX. #0 XXXXXXX XX 00000 XFR 05/01/2027 2883205 2883205AD NEWEXX 145 XXXXX XXXXXXX XX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883395 2883395AD CLEAXX 1405 XXXXXXXX XXX. PITTSBURGH PA 15216 SFR 05/01/2027 2883403 2883403AD EVERARD 160 XXXXX XXXXX PITTSBURGH PA 15237 SFR 05/01/2027 2883577 2883577AD KURIXX 35630 XXXXXX XXXXXXXX XX XX 00000 XFR 05/01/2027 2883585 2883585AD GEORXXXXXX 13490 XXXXXXX XXXX BROOK PARK OH 44142 SFR 05/01/2012 2883593 2883593AD DEPIXX 133-000 XXXXXXX XXX. HARTFORD CT 6106 SFR 05/01/2027 2883643 2883643AD CHARXXX 6960 XXXXXXX XXX. #141 SARASOTA FL 34231 SFR 05/01/2027 2883858 2883858AD GILLXXXX 25 CXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883882 2883882AD MIRAXXX 000 XXXXXXXX XX 00000 0-4 UNITS 05/01/2027 2883932 2883932AD GRIEBENOW 1331 XXXXX XXXXX XXXX XXXXXX XX 00000 XFR 05/01/2027 2883940 2883940AD BURCXXXX 200 XXXXXXX XXXXX XXXXXXX XX 00000 XFR 05/01/2027 2884005 2884005AD BURKX 3360 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 05/01/2027 2884260 2884260AD IVY 19750 XXXX XXXXX XXXX 00 XXXXXXXX XX 00000 XFR 05/01/2012 2884294 2884294AD BAUEX 706 XXXXXXX XXXX CINCINNATI OH 45226 SFR 05/01/2027 2884328 2884328AD HENEXX 2226 XXXXXXX XXX. REDONDO BCH CA 90278 TOWNHOUSE 05/01/2027 2884658 2884658AD WELLX 5812 XXXXXX XXX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2884708 2884708AD CLARX 2222 X. XXXXX XXXXXX XXX XXXXXX XX 00000 XOWNHOUSE 05/01/2027 2884716 2884716AD CLAYXXX 288 XXXXX XXXX #206 DESTIN FL 32541 TOWNHOUSE 05/01/2027 2884765 2884765AD HOLWXX 531 XXXX XXXXXX XX. PHOENIX AZ 85023 SFR 05/01/2027 2884872 2884872AD TRENXXXXXXX 0017 XXXXX XXXX XXXXX XXXXXX XX 00000 XFR 05/01/2027 2885028 2885028AD COMMONS 1160 XXXXXXXXX XX. XXXXXX XX 00000 XFR 05/01/2027 2885051 2885051AD MCANXXXXX 343 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2885242 2885242AD MITCXXXX 3215 XXXX XX. XXXXX XXX. XXXXXXX XX 00000 XFR 05/01/2027 2885333 2885333AD WALLER 37 VXXXXX XXX. DAYTON OH 45405 SFR 05/01/2027 2885481 2885481AD COOK 40 EXXX 000 XXXXXX XXXXX XX 00000 XFR 05/01/2027 2885499 2885499AD SCHUXXXX 3567 X. XXXXXXX XXXX INDIANAPOLI IN 46226 SFR 05/01/2027 2885549 2885549AD BOLLXXXXX 1313 XXXXX XXXX COLORADO SP CO 80909 SFR 05/01/2027 2885747 2885747AD KAYE 1010 XXXXX XXXXX XXXX XXXXXXX XXX XX 00000 XONDO 05/01/2027 2885820 2885820AD TANURCHIS 4515 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885838 2885838AD TANURCHIS 4636 XXXXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885846 2885846AD TANURCHIS 4509 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885853 2885853AD KEYS 11610 XXXXXXX XXXX #00 XXXXX XXXX XX 00000 XONDO 05/01/2027

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Indenture Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.05 of the Pooling and Servicing AgreementIndenture; provided, however that the Depositor Company reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorCompany, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.01 2.05 of the Pooling and Servicing AgreementIndenture. The transfer to the Indenture Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale by the Depositor Company to the Trust Fund. (b) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Indenture Trustee without recourse for the benefit of the Certificateholders Bondholders all the right, title and interest of the DepositorCompany, in, to and under the Subsequent Mortgage Loan Purchase Sale and Contribution Agreement, dated the date hereofNovember 9, 2001, between the Depositor Company, as purchaser purchaser, and Imapc Mortgage Holdings, Inc., as seller (the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment Attachemnt A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Mortgage Loan Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Off Date. The DepositorMortgage Loan Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing AgreementAgreement and the other items in the related Mortgage Files. The transfer to the Trustee by the Depositor Mortgage Loan Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorMortgage Loan Seller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Mortgage Loan Seller to the Trust Fund. (b) The DepositorMortgage Loan Seller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Mortgage Loan Seller in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofas of [_____], 2007, between the Depositor as purchaser and the Master Servicer as originator and EMC Mortgage Corporation, as seller, to and the extent of Mortgage Loan Seller, as purchaser (the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 6.12 of the Indenture to the Custodian each item set forth in Section 2.01 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer. (b) The Depositor, concurrently with the execution and delivery hereof, does Issuer hereby transfer, assign, set over and otherwise convey grants to the Trustee without recourse Indenture Trustee, as trustee for the benefit of the Certificateholders Noteholders and the Note Insurer, all of the Issuer's right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser Loans and the Master Servicer as originator proceeds thereof under the Related Documents, excepting the Depositor's Yield and as seller, all amounts due or accrued on the Subsequent Mortgage Loans on or prior to the extent related Subsequent Cut-off Date. (c) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Instrument and the Sale and Servicing Agreement shall be borne by the Seller. (cd) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ________________________________________ Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ________________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2003-HE2 Mortgage Pass-Through Certificates, Series 2003-HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Ocwen Federal Bank FSB, as servicer (the "Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. Subject to the conditions set forth in paragraph (ab) The below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. (b) . The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee without recourse for at least three (3) Business Days prior to the benefit related Subsequent Transfer Date (except that, in the case of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans that are Delayed Delivery Subsequent Mortgage Loans, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent such delivery may take place within five (5) Business Days of the Subsequent Mortgage LoansTransfer Date). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related PMI Policies, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller's Instrument, has delivered or caused to be delivered to the Trustee Indenture Trustee, at the direction of the Company, each item set forth in Section 2.01 2.1(b) of the Pooling Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related PMI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master ServicerCompany, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust Fund. (b) The Depositor, concurrently with Company on the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit Subsequent Transfer Date of the Certificateholders all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related PMI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the DepositorSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated and such other property, to secure all of the date hereofSeller's obligations hereunder, between and this Agreement shall constitute a security agreement under applicable law, and in such event, the Depositor as purchaser parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans and the Master Servicer related PMI Policies for the benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans and the related PMI Policies as originator designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be submitted for filing as sellerof the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the extent change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related PMI Policies and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Seller's Instrument and such other items required under the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut -off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: -------------------------------------- Name: Title: FAIRBANKS CAPITAL CORP., as Servicer By: -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR --------------------- Re: CDC Mortgage Capital Trust 2003-HE1 Mortgage Pass-Through Certificates, Series 2003-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Fairbanks Capital Corp., as servicer (the "Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(o), 3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: MASTER FINANCIAL, INC., as a Servicer By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [----------------------------------] By: ------------------------------------ Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: L-4 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE2 Mortgage Pass-Through Certificates, Series 2006-HE2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and an to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the pool of Mortgage Loans the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the NIM Insurer, assignif any, set over and otherwise convey must consent to such conveyance; (viii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase this Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; (ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to the each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the applicable Subsequent Cut-off Date; provided, however, that such Subsequent Mortgage Loans may have a first payment date occurring on Attachment A heretoor after the applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage Loan could not have been delinquent as of such Subsequent Cut-off Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the related Subsequent Cut-off Date, a weighted average age since origination not in excess of two months; (vi) such Subsequent Mortgage Loan will not have a Mortgage Rate less than 3.500% or greater than 14.000%; (vii) such Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchase by the Seller in accordance with its standard servicing practices; (viii) such Subsequent Mortgage Loan will have a first payment date occurring on or before July 1, 2005; (ix) such Subsequent Mortgage Loan will have a principal balance no greater than $1,000,000; and (x) such Subsequent Mortgage Loan will have been underwritten in accordance with the criteria set forth under "--Underwriting Standards of the Seller" in the Prospectus Supplement. (d) Following the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included in Loan Group I, the Mortgage Loans in Loan Group I (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a Mortgage Rate of not less than 3.500% and not more than 14.000%; (iii) have a weighted average Loan-to-Value Ratio of approximately 78.000%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 76.000% of the Mortgage Loans in Loan Group I; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group I, have a weighted average Margin of approximately 5.480%; and (vii) have a weighted average FICO Score of approximately 629; in each case measured by aggregate principal balance of the Mortgage Loans in Loan Group I as of the Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan. For purposes of the calculations described in this paragraph, percentages of the Mortgage Loans in Loan Group I will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group I as of the Cut-off Date and the principal balance of the Subsequent Mortgage Loans included in Loan Group I as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included in Loan Group II, the Mortgage Loans in Loan Group II (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a Mortgage Rate of not less than 3.500% and not more than 14.000%; (iii) have a weighted average Loan-to-Value Ratio of approximately 78.50%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 75.00% of the Mortgage Loans in Loan Group II; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group II, have a weighted average Margin of approximately 5.375%; and (vii) have a weighted average FICO Score of approximately 637; in each case measured by aggregate principal balance of the Mortgage Loans in Loan Group II as of the Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan. For purposes of the calculations described in this paragraph, percentages of the Mortgage Loans in Loan Group II will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group II as of the Cut-off Date and the principal balance of the Subsequent Mortgage Loans in Loan Group II as of the related Subsequent Cut-off Date. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(o), 3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Saxon hereby affirms the representations and warranties set forth in Schedule IIIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES, INC., as the Servicer BY: [__________________________________] By: ------------------------------------ Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2007-HE1 Mortgage Pass-Through Certificates, Series 2007-HE1, issued pursuant to the Pooling and Servicing Agreement dated as of January 1, 2007 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Saxon Mortgage Services, Inc., as the servicer ("Saxon" and the "Servicer"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and Xxxxx Fargo Bank, National Association, as securities administrator and master servicer (in each such capacity, respectively, the "Securities Administrator" and the "Master Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Sponsor does hereby sell, irrevocably transfer, assign, set over and otherwise convey to the Trustee on behalf of Trust and does hereby request or direct the Trust Fundto acquire, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans listed on the attached Schedule of Mortgage Loans, including specifically, without limitation, the Mortgages, the Mortgage Files and all other documents, materials and properties appurtenant thereto, including all amounts due principal collected and interest accrued on or after __________, _____ (the Subsequent Mortgage Loans after the related "Subsequent Cut-off Off Date, ") and all items with respect to the Subsequent any Mortgage Loans Insurance Policies relating thereto. The Sponsor shall deliver or cause to be delivered pursuant to Section 2.01 the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement; provided, however that the Depositor reserves ) and retains all right, title and interest other required documentation in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously accordance with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item terms set forth in Section 2.01 3.8(b) of the Pooling and Servicing Agreement. The transfer costs relating to the Trustee delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Depositor of Sponsor. The Sponsor hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to itself and to the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser . All terms and the Master Servicer as originator and as seller, to the extent conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided that in the event of any conflict, the provisions of this Subsequent Mortgage Loans. (c) Additional terms Transfer Agreement shall control over the conflicting provisions of the sale are set forth on Attachment A heretoPooling and Servicing Agreement.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee Trustee, or the Custodian on its behalf, each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans., a copy of which agreement is annexed hereto as Attachment G. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. As of September 1, 1997 (a) The Depositor the "Subsequent Cut-Off Date"), the Company does hereby sell, irrevocably transfer, assign, set over setover and otherwise convey to the Trustee on behalf of the Trust FundPurchaser, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains recourse (except as otherwise explicitly provided for herein) all right, title and interest in and to amounts due on any and all benefits accruing from the Subsequent Mortgage Loans which are delivered to the Custodian on or prior to behalf of the Trustee herewith (and all substitutions therefor as provided by Sections 3.3, 3.4 and 3.6 of the Pooling and Servicing Agreement), together with the related Subsequent Cut-off DateMortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The Depositor, contemporaneously Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item terms set forth in Section 2.01 Sections 3.5 and 3.8 of the Pooling and Servicing Agreement. The transfer costs relating to the Trustee delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Depositor of Company. The Company hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Company and the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof. The Company hereby delivers notice and confirms that each of the conditions set forth in Section 3.8(b), between the Depositor as purchaser 3.8(c) and the Master Servicer as originator and as seller, 3.8(d) to the extent Pooling and Servicing Agreement are satisfied as of the Subsequent Mortgage Loans. (c) Additional date hereof. All terms and conditions of the sale Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth on Attachment A hereto.in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE CHASE MANHATTAN BANK, COMPANY, as the Company as Trustee for First Alliance Mortgage Loan Trust 1997-3 By: /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxxxxx ------------------------------- ------------------------------- Name: Xxxx Xxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President Title: Assistant Vice President FIRST ALLIANCE MORTGAGE Dated: September 30, 1997 COMPANY, as Servicer By: /s/ Xxxx Xxxxx ------------------------------- Name: Xxxx Xxxxx Title: Executive Vice President EXHIBIT B LOAN SCHEDULE - GROUP I (FIXED)

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ---------------------------------- Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ---------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2003-HE4 Mortgage Pass-Through Certificates, Series 2003-HE4, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2003 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Ocwen Federal Bank FSB, as servicer (the "Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.07 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust Fund. (b) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSeller, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofSeptember 1, 2002, between EMC Mortgage Corporation, as seller and the Depositor Seller, as purchaser and (the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans"Purchase Agreement"). (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the each Subsequent Mortgage Loan Purchase Assignment and Recognition Agreement, dated the date hereof, between among the Depositor as purchaser assignee, Greenwich Capital Financial Products, Inc. as assignor and the Master Servicer First NLC Financial Services, LLC, Meritage Mortgage Corp. and Nationstar Mortgage LLC as originator and originators, as sellerapplicable, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee on behalf without recourse all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to the Subsequent Mortgage LoansLoans so assigned and the Depositor shall deliver to, and including all amounts due deposit with, the Trustee (or the Custodian on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and its behalf) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement2.01; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or to the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, the Subsequent Mortgage Loans shall constitute part of the Mortgage Group designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group One and Group Two may not exceed the Group One Original Pre-Funded Amount or the Group Two Original Pre-Funded Amount, respectively)). The purchase price paid by the Trust Fund for the Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Servicer with a timely Addition Notice; (ii) the execution Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Depositor shall have delivered a computer file containing such Mortgage Loan Schedule to the Securities Administrator, the Trustee and the Servicer at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) the Funding Period shall not have terminated; (v) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.10 and, assignpursuant to the Subsequent Transfer Instrument, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; (vi) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter (with copies provided to the Rating Agencies and the Securities Administrator), upon which the Trustee may rely, including for purposes of paragraph (c) and (d) stating that the characteristics of the Subsequent Mortgage Loans substantially conform to the characteristics set forth in paragraphs (c) and (d) below and that such Subsequent Mortgage Loans were not selected in a manner that the Depositor believes to be adverse to Certificateholders; (vii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with a copy to the Securities Administrator with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and (viii) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date (or such other date as is specified herein): (i) the Subsequent Mortgage Loan may not be 31 or more days delinquent as of the related Subsequent Cut-off Date (except with respect to not more than 1.50% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be 31 or more days delinquent but less than 60 days delinquent as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a term since origination not in excess of 6 months; (vi) the Subsequent Mortgage Loan must have a first Monthly Payment due on Attachment A heretoor before July 1, 2005; (vii) the Subsequent Mortgage Loans assigned to Group One must meet the Freddie Mac principal balance criteria described in the Prospectus Supxxxxxxx; (viii) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "Underwriting Guidelines--Ownit Underwriting Guidelines" in the Prospectus Supplement, (ix) the Subsequent Mortgage Loan must provide for monthly interest payments due on the first day of each calendar month, (x) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the Subsequent Mortgage Loan must be a "qualified mortgage" within the meaning of Section 860G of the Code and Treasury Regulations Section 1.860G-2 (as determined without regard to Treasury Regulations Section 1.860G-2(a)(3) or any similar provision that treats a defective obligation as a qualified mortgage for a temporary period), (xi) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the Subsequent Mortgage Loan does not provide for interest other than at either (a) a single fixed rate in effect throughout the term of the Subsequent Mortgage Loan or (b) a "variable rate" (within the meaning of Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the term of the Subsequent Mortgage Loan, (xii) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the Depositor would not, based on the delinquency status of such Subsequent Mortgage Loan, institute foreclosure proceedings prior to the next scheduled payment date for such Subsequent Mortgage Loan, (xiii) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the Subsequent Mortgage Loan was not the subject of pending or final foreclosure proceedings and (xiv) as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, each of the representations and warranties of the Seller in the Sale Agreement shall be true, complete and correct with respect to such Subsequent Mortgage Loan. (d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will have characteristics that, as of the Subsequent Cut-off Date, are not materially inconsistent with the Initial Mortgage Loans. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by a Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Custodian (on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (1) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (2) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date; (3) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit S, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (4) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (5) the Funding Period shall not have terminated; (6) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (7) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Assignment Agreement or Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as sellerapplicable, to the extent of the Subsequent Mortgage Loans; and (8) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 59 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average loan age not in excess of 5 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.000% per annum or greater than 15.000% per annum; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on Attachment A heretoor before December 1, 2005 and will include 30 days’ interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.000% per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “The Originators” in the Prospectus Supplement. (d) Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 355 months; (ii) have a weighted average Mortgage Rate of not less than 7.250% per annum and not more than 7.750% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.50%;

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund (subject to the other terms and provisions of the Trust Fund, without recourse, this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor Sponsor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the such Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee Trust for deposit in Sub-Group I, Sub-Group II or Sub-Group III, as applicable, by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the applicable Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust Fundfrom amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee on behalf of the Trust for deposit in the applicable Sub-Group, concurrently the Subsequent Mortgage Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Paying Agent shall release funds from the Pre-Funding Account in an amount equal to the Subsequent Mortgage Loans in each Sub-Group purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have delivered to the Securities Administrator and the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Mortgage Loan Seller shall cause to be delivered to the Trustee and the Master Servicer, at least three Business Days prior to the related Subsequent Transfer Date, a computer file containing such Mortgage Loan Schedule; (ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the execution Master Servicer; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit S, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency with respect to it: (iv) such sale and delivery hereoftransfer shall not result in a material adverse tax consequence to the Trust or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; and (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.07 and, does hereby transferpursuant to the Subsequent Transfer Instrument, assign, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the following: (i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement; (ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the sale are set forth Certificateholders; (iii) As of the related Subsequent Cut-off Date, each such Subsequent Mortgage Loan will satisfy the following criteria: (A) Such Subsequent Mortgage Loan may not be 30 or more days Delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (B) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 480 months; (C) Each Subsequent Mortgage Loan must be a Six Month LIBOR, One Year Treasury or One-Year LIBOR adjustable rate Mortgage Loan with a first lien on Attachment A heretothe related Mortgaged Property; (D) No Subsequent Mortgage Loan will have a first payment date occurring after October 1, 2007; (E) The latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2047; (F) Such Subsequent Mortgage Loan will have a credit score of not less than 520; (G) Such Subsequent Mortgage Loan will have a gross margin as of the related Subsequent Cut-off Date ranging from approximately 1.875% per annum to approximately 5.000% per annum; (H) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-off Date greater than 16.50%; and (I) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the underwriting guidelines of EMC; (d) As of the related Subsequent Cut-off Date, the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria: (i) Have a weighted average Gross Margin ranging from 2.000% to 2.500% per annum; (ii) Have a weighted average credit score greater than 650; (iii) Have no less than 75% of the Mortgaged Properties be owner occupied; (iv) Have no less than 70% of the Mortgaged Properties be single family detached or planned unit developments; (v) Have no more than 45% of the Subsequent Mortgage Loans be cash out refinance; (vi) Have all of such Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a Primary Insurance Policy; (vii) Have a weighted average maximum mortgage rate greater than or equal to 11.500%; and (viii) Be acceptable to the Rating Agencies. To the extent that the Pre-Funded Amount on deposit in the Pre-Funding Account has not been fully applied to the purchase of Subsequent Mortgage Loans on or before November 15, 2007, the Certificateholders in each Sub-Group will receive on the Distribution Date immediately following November 15, 2007, the Remaining Pre-Funded Amount. Any such amounts transferred from the Pre-Funding Account will be included in the Available Funds for the related Sub-Group.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under (i) the Subsequent Mortgage Loan Purchase Agreements, dated March 30, 2001, among Option One Owner Trust 2000-3, as seller, Option One Mortgage Corporation ("Option One") and the Depositor (the "Purchase Agreements") and (ii) the Subsequent Mortgage Loan Purchase Agreement, dated the date hereofMarch 30, 2001 between Option One and the Depositor as purchaser and (the Master Servicer as originator and as seller"Option One Purchase Agreement"), to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. As of September 30, 1996 (a) The Depositor the "Subsequent Cut-Off Date"), the Company does hereby sell, irrevocably transfer, assign, set over setover and otherwise convey to the Trustee on behalf of the Trust FundPurchaser, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains recourse (except as otherwise explicitly provided for herein) all right, title and interest in and to amounts due on any and all benefits accruing from the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be which are delivered to the Trustee each item herewith (and all substitutions therefor as provided by Sections 3.3, 3.4 and 3.6 of the Pooling and Servicing Agreement), together with the related Subsequent Mortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.01 Sections 3.5 and 3.8 of the Pooling and Servicing Agreement. The transfer costs relating to the Trustee delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Depositor of Company. The Company hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Company and the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof. The Company hereby delivers notice and confirms that each of the conditions set forth in Section 3.8(b), between the Depositor as purchaser 3.8(c) and the Master Servicer as originator and as seller, 3.8(d) to the extent Pooling and Servicing Agreement are satisfied as of the Subsequent Mortgage Loans. (c) Additional date hereof. All terms and conditions of the sale Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth on Attachment A hereto.in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE BANK OF NEW YORK COMPANY, as the Company as Trustee for First Alliance Mortgage Loan Trust 1996-3 By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx ------------------------------ ------------------------------ Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President Title: Assistant Treasurer and Chief Financial Officer FIRST ALLIANCE MORTGAGE Dated: September 30, 1996 COMPANY, as Servicer By: /s/ Xxxx Xxxxx ----------------------------- Name: Xxxx Xxxxx Title: Executive Vice President and Chief Financial Officer EXHIBIT B LOAN SCHEDULE - GROUP I (FIXED)

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; providedPROVIDED, however HOWEVER, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit O, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth on Attachment A hereto.in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 5 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Cut off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-Cut off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ----------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ----------------------------------- Name: Title: JPMORGAN CHASE BANK, N.A., as Trustee By: ----------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE2 Mortgage Pass-Through Certificates, Series 2005-HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian"), JPMorgan Chase Bank, N.A., as trustee (the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and an to the Subsequent Mortgage Loans, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee, the Supplemental Interest Trust Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date). The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the pool of Mortgage Loans the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date(except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date): (i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the execution Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the NIM Insurer, assignif any, set over and otherwise convey must consent to such conveyance; (viii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase this Agreement, dated the date hereof, between the Depositor as purchaser and the Master Servicer as originator and as seller, to the extent of the Subsequent Mortgage Loans; and (ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) Additional terms The obligation of the sale are Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the applicable Subsequent Cut-off Date; provided, however, that such Subsequent Mortgage Loans may have a first payment date occurring on Attachment A heretoor after the applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage Loan could not have been delinquent as of such Subsequent Cut-off Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan will not be less than [ ] months and will not exceed [ ] months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than [ ]%; (v) such Subsequent Mortgage Loans will have, as of the related Subsequent Cut-off Date, a weighted average age since origination not in excess of two months; (vi) such Subsequent Mortgage Loan will not have a Mortgage Rate less than [ ]% or greater than [ ]%; (vii) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Seller in accordance with its standard servicing practices; (viii) such Subsequent Mortgage Loan will have a first payment date occurring on or before [ ]; (ix) such Subsequent Mortgage Loan will have a principal balance no greater than $[ ]; and (x) such Subsequent Mortgage Loan will have been underwritten in accordance with the criteria set forth under “The Mortgage Pool—Underwriting Standards” in the Prospectus Supplement. (d) Following the purchase of any Subsequent Mortgage Loan by the Trust to be included in Loan Group I, the Mortgage Loans in Loan Group I (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more than [ ] months from the first payment date thereon; (ii) have a Mortgage Rate of not less than [ ]% and not more than [ ]%; (iii) have a weighted average Loan-to-value ratio of approximately [ ]%; (iv) have no mortgage loan with a principal balance in excess of $[ ]; (v) will consist of mortgage loans with Prepayment Charges representing no less than approximately [ ]% of the mortgage loans in Loan Group I; (vi) with respect to the adjustable-rate mortgage loans in Loan Group I, have a weighted average gross margin of approximately [ ]%; and (vii) have a non-zero weighted average FICO Score of approximately [ ]; in each case measured by aggregate principal balance of the mortgage loans in Loan Group I as of the related cut-off date applicable to each mortgage loan. For purposes of the calculations described in this paragraph, percentages of the mortgage loans in Loan Group I will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group I as of the cut-off date and the principal balance of the Subsequent Mortgage Loans included in Loan Group I as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Mortgage Loan by the Trust to be included in Loan Group II, the mortgage loans in Loan Group II (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more than [ ] months from the first payment date thereon; (ii) have a mortgage rate of not less than [ ]% and not more than [ ]%; (iii) have a weighted average Loan-to-Value Ratio of approximately [ ]%; (iv) have no mortgage loan with a principal balance in excess of $[ ]; (v) will consist of mortgage loans with Prepayment Charges representing no less than approximately [ ]% of the mortgage loans in Loan Group II; (vi) with respect to the adjustable-rate mortgage loans in Loan Group II, have a weighted average gross margin of approximately [ ]%; and (vii) have a non-zero weighted average FICO Score of approximately [ ]; in each case measured by aggregate principal balance of the mortgage loans in Loan Group II as of the related Cut-off Date applicable to each mortgage loan. For purposes of the calculations described in this paragraph, percentages of the mortgage loans in Loan Group II will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group II as of the cut-off date and the principal balance of the Subsequent Mortgage Loans in Loan Group II as of the related Subsequent Cut-off Date. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related proceeds received after such Subsequent Cut-off DateDate of any related insurance policies on behalf of the Depositor. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee Trust Fund, without recourse (except as otherwise explicitly provided for the benefit herein) all of the Certificateholders all the its right, title and interest of the Depositor, in, in and to and under the Subsequent Mortgage Loan Purchase AgreementLoans, dated exclusive of the date hereof, between obligations of the Depositor as purchaser or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Master Servicer as originator Mortgage Notes, including all interest and as seller, principal collected by the Depositor on or with respect to the extent Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans. (cLoans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(o), 3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are set forth attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on Attachment A heretoseparate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: -------------------------------------- Name: Title: MASTER FINANCIAL, INC., as a Servicer By: ------------------------------------- Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [ ] ------------------------------------ By: ------------------------------------- Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: --------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE1 Mortgage Pass-Through Certificates, Series 2006-HE1, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer").