Common use of Conveyance of the Group 2 Subsequent Mortgage Loans Clause in Contracts

Conveyance of the Group 2 Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on such Group 2 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 2 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 2 Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 2 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 2 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 2 Subsequent Transfer Date; (iii) as of each Group 2 Subsequent Transfer Date, as evidenced by delivery of the related Group 2 Subsequent Transfer Instrument, substantially in the form of Exhibit G, 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; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 2 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bondholders; (vii) the Depositor shall have delivered to the Indenture Trustee the related Group 2 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders all the right, title and interest of the Depositor, in, to and under the applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 2 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the applicable Group 2 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 2 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 2 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 related 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) each Subsequent Mortgage Loan must be a fixed rate Mortgage Loan with a first lien on the related mortgaged property; (iv) no Subsequent Mortgage Loan will have a first payment date occurring after June 1, 2004; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than May 1, 2034; (vi) no Subsequent Mortgage Loan will be a buydown loan; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate ranging from approximately 4.375% per annum to approximately 11.990% per annum; (ix) none of the Group 2 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 6.800% to 7.375% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 60% of the Pool Balance; (iii) have a weighted average credit score ranging from 680 to 700; (iv) have no more than 44% of such Mortgage Loans concentrated in the state of California; (v) have no less than 70% of the mortgaged properties be owner occupied; (vi) have no less than 70% of the mortgaged properties be single family detached and de minimis planned unit developments; (vii) have no more than 42% of the Mortgage Loans be cash-out refinance; (viii) none of the Mortgage Loans will be balloon loans; (ixi) all of the Subsequent Mortgage Loans with a loan to value ratio greater than 80% will be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; and (x) together with the Group 2 Loans already included in the Trust, have no more than 1.5% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by mortgaged properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent Mortgage Loan would adversely affect the ratings of the Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any group of Group 2 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 2 Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of the Group 2 Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on such Group 2 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 2 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 2 Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 2 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 2 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 2 Subsequent Transfer Date; (iii) as of each Group 2 Subsequent Transfer Date, as evidenced by delivery of the related Group 2 Subsequent Transfer Instrument, substantially in the form of Exhibit G, 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; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 2 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the BondholdersBondholders or the Bond Insurer; (vii) the Depositor shall have delivered to the Indenture Trustee the related Group 2 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders all the right, title and interest of the Depositor, in, to and under the applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 2 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the applicable Group 2 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 2 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 2 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 related 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) each Subsequent Mortgage Loan must be a fixed rate Mortgage Loan with a first lien on the related mortgaged property; (iv) no Subsequent Mortgage Loan will have a first payment date occurring after June October 1, 2004; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than May September 1, 2034; (vi) no Subsequent Mortgage Loan will be a buydown loan; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate ranging from approximately 4.375% per annum to approximately 11.99011.875% per annum; (ix) none of the Group 2 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 6.8006.300% per annum to 7.3757.000% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 6035% of the Pool Balance; (iii) have a weighted average credit score ranging from 680 698 to 700; (iv) have no more than 4450% of such Mortgage Loans concentrated in the state of California; (v) have no less than 7065% of the mortgaged properties be owner occupied; (vi) have no less than 7068% of the mortgaged properties be single family detached and de minimis planned unit developments; (vii) have no more than 4246% of the Mortgage Loans be cash-out refinance; (viii) none viii)have no more than 0.10% of the Mortgage Loans will be balloon loans; (ixi) all of the Subsequent Mortgage Loans with a loan to value ratio greater than 80% will be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; and (x) together with the Group 2 Loans already included in the Trust, have no more than 1.52.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by mortgaged properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent Mortgage Loan would adversely affect the ratings of the BondsBonds without taking the Bond Insurance Policy into account. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any group of Group 2 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDEDprovided, HOWEVERhowever, that the information furnished to the Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 2 Subsequent Transfer Date; PROVIDEDprovided, HOWEVERhowever, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of the Group 2 Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on such Group 2 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 2 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 2 Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 2 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 2 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 2 Subsequent Transfer Date; (iii) as of each Group 2 Subsequent Transfer Date, as evidenced by delivery of the related Group 2 Subsequent Transfer Instrument, substantially in the form of Exhibit G, 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; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 2 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the BondholdersBondholders or the Bond Insurer; (vii) the Depositor shall have delivered to the Indenture Trustee the related Group 2 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders all the right, title and interest of the Depositor, in, to and under the applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 2 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the applicable Group 2 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 2 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 2 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 related 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) each Subsequent Mortgage Loan must be a fixed an adjustable-rate Mortgage Loan with a first lien on the related mortgaged property; (iv) no Subsequent Mortgage Loan will have a first payment date occurring after June November 1, 2004; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than May October 1, 2034; (vi) no Subsequent Mortgage Loan will be a buydown loan; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate ranging from approximately 4.3752.375% per annum to approximately 11.99010.000% per annum; (ix) none of the Group 2 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 6.8005.100% per annum to 7.3756.250% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 6054% of the Pool Balance; (iii) have a weighted average credit score ranging from 680 to 700720; (iv) have no more than 4470% of such Mortgage Loans concentrated in the state of California; (v) have no less than 7075% of the mortgaged properties be owner occupied; (vi) have no less than 7062% of the mortgaged properties be single family detached and de minimis planned unit developments; (vii) have no more than 4228% of the Mortgage Loans be cash-out refinance; (viii) none of the Mortgage Loans will be balloon loans; (ixi) all of the Subsequent Mortgage Loans with a loan to value ratio greater than 80% will be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 75% of the Group 2 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 2 Loans already included in the Trust, have no more than 1.51.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by mortgaged properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent Mortgage Loan would adversely affect the ratings of the BondsBonds without taking the Bond Insurance Policy into account. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any group of Group 2 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 2 Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of the Group 2 Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on such Group 2 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 2 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 2 Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 2 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 2 1 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 2 Subsequent Transfer Date; (iii) as of each Group 2 Subsequent Transfer Date, as evidenced by delivery of the related Group 2 Subsequent Transfer Instrument, substantially in the form of Exhibit GE, 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; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 2 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bondholders; (vii) the Depositor shall have delivered to the Indenture Trustee the related Group 2 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 2.06 and, pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders all the right, title and interest of the Depositor, in, to and under the applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 2 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the applicable Group 2 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 2 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 2 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 related Subsequent Cut 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) each Group 2 Subsequent Mortgage Loan must be an adjustable-rate mortgage loan with a fixed first lien on the related mortgaged property or a fixed-rate Mortgage Loan mortgage loan with a first lien on the related mortgaged property; (iv) no Group 2 Subsequent Mortgage Loan will have a first payment date occurring after June May 1, 20042005; (v) the latest maturity date of any Group 2 Subsequent Mortgage Loan will be no later than May April 1, 20342035; (vi) no none of the Group 2 Subsequent Mortgage Loan Loans will be a buydown loan; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 4.3752.990% per annum to approximately 11.99012.750% per annum; (ix) none of the Group 2 Subsequent Mortgage Loans loans will be a New York State "high cost" loan; and (x) such Group 2 Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 6.8005.750% to 7.3756.750% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 6055% of the Pool Balance; (iii) have a weighted average credit score ranging from 680 675 to 700720; (iv) have no more than 4475% of such Mortgage Loans concentrated in the state of California; (v) have no less than 70% of the mortgaged properties securing Group 2 Loans be owner occupied; (vi) have no less than 7065% of the mortgaged properties securing Group 2 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 4235% of the Mortgage Group 2 Loans be cash-out refinance; (viii) none of the Mortgage Loans will be balloon loans; (ixi) substantially all of the Group 1 Subsequent Mortgage Loans with a loan to loan-to-value ratio greater than 80% will be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Insurer Policy; (ix) have no more than 74% of the Group 2 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 2 Loans already included in the Trusttrust, have no more than 1.51.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by mortgaged properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent Mortgage Loan would adversely affect the ratings of the Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any group of Group 2 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDEDprovided, HOWEVERhowever, that the information furnished to the Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 2 Subsequent Transfer Date; PROVIDEDprovided, HOWEVERhowever, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of the Group 2 Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on such Group 2 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 2 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 2 Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 2 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 2 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 2 Subsequent Transfer Date; (iii) as of each Group 2 Subsequent Transfer Date, as evidenced by delivery of the related Group 2 Subsequent Transfer Instrument, substantially in the form of Exhibit G, 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; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 2 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bondholders; (vii) the Depositor shall have delivered to the Indenture Trustee the related Group 2 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders all the right, title and interest of the Depositor, in, to and under the applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 2 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the applicable Group 2 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 2 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 2 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 related 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) each Subsequent Mortgage Loan must be a fixed rate Mortgage Loan with a first lien on the related mortgaged property; (iv) no Subsequent Mortgage Loan will have a first payment date occurring after June August 1, 2004; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than May July 1, 2034; (vi) no Subsequent Mortgage Loan will be a buydown loan; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500529; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate ranging from approximately 4.3754.750% per annum to approximately 11.99010.625% per annum; (ix) none of the Group 2 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 6.8006.400% to 7.3757.000% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 6040% of the Pool Balance; (iii) have a weighted average credit score ranging from 680 691 to 700; (iv) have no more than 4445% of such Mortgage Loans concentrated in the state of California; (v) have no less than 7078% of the mortgaged properties be owner occupied; (vi) have no less than 70% of the mortgaged properties be single family detached and de minimis planned unit developments; (vii) have no more than 4245% of the Mortgage Loans be cash-out refinance; (viii) none of the Mortgage Loans will be balloon loans; (ixi) all of the Subsequent Mortgage Loans with a loan to value ratio greater than 80% will be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; and (x) together with the Group 2 Loans already included in the Trust, have no more than 1.51.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by mortgaged properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent Mortgage Loan would adversely affect the ratings of the Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any group of Group 2 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDEDprovided, HOWEVERhowever, that the information furnished to the Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 2 Subsequent Transfer Date; PROVIDEDprovided, HOWEVERhowever, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.