Common use of Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract Clause in Contracts

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Seller if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Seller on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group, Adjustable Rate Group I or Adjustable Rate Group II shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each the Closing Date or other related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Seller if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Seller on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group, Adjustable Rate Group I or Adjustable Rate Group II shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group), the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Groupincluded, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan GroupDeposit. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I II by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Seller if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; providedPROVIDED, howeverHOWEVER, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; providedPROVIDED, howeverHOWEVER, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Seller on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group, Adjustable Rate Group I or Adjustable Rate Group II shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each the Closing Date or other related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Transferor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Transferor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller Transferor shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller Transferor in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Transferor on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller Transferor on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller Transferor for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan, all rights of the Transferor under the related Subsequent Mortgage Loan Conveyance Agreement, and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller Transferor reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller Transferor for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor Transferor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelyTransferor. On or before the last day of the Funding Period, the Seller Transferor shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller Transferor that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:Subsequent

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Purchase Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Commitment Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Purchase Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. (a) On or before the last day of the Funding Period, the Depositor shall convey to the Trustee, and the Trustee shall purchase on behalf of the Trust Fund, pursuant to this SECTION 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this SECTION 2.02 or (ii) the maximum principal balance of Mortgage Loans that satisfies the requirements of this SECTION 2.02 whose aggregate Subsequent Purchase Price does not exceed the Pre-Funding Account Deposit. Subject to the conditions set forth in the paragraphs belowthis SECTION 2.02, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of Pre-Funding Account, the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over over, convey and otherwise convey without recourse grant to the DepositorTrustee, without recourse, but subject to the other terms and provisions of this Agreement, and shall thereby grant to the Trustee, in trust for the exclusive use and benefit of the Certificateholders, all of the right, title and interest of the Seller Depositor in and to each Subsequent Mortgage Loan (including all interest thereon accrued after the related Subsequent Transfer Date) identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement and delivered by the Depositor on the Closing Date or such Subsequent Transfer Date, including all of its right, title Date and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan included or to be delivered included in the Trust Fund pursuant to Section SECTION 2.01 and other items in the related Trustee's Mortgage Loan File; provided. Notwithstanding any provision to the contrary herein, howeverthe preceding sale, that transfer, assignment, set over, conveyance and grant by the Seller reserves Depositor shall not include the accrued interest at the respective Mortgage Loan Interest Rates on the principal amount of the Subsequent Mortgage Loans up to the related Subsequent Transfer Date, which pre-transfer accrued interest on the Subsequent Mortgage Loans and retains all of its right, title and interest in and to principal (including prepayments) and such pre-transfer accrued interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held will be retained by the Seller for application on or after Transferor from which the related Subsequent Cut-off Date). Immediately upon the conveyance of Depositor will have acquired its interest in the Subsequent Mortgage Loans as referred subject to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all such right, title and interest of retained by the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraphTransferor. The respective transfers sale, transfer, assignment, set over, conveyance and grant by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on to the Subsequent Mortgage Loan Schedule shall be absolute Trustee does not and shall be is not intended to result in a creation or an assumption by the parties hereto to be treated as a sale by the Seller and Trustee of any obligation of the Depositor, respectively. On the Transferor or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then any other person in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that connection with the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on under any agreement or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements instrument relating thereto except as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:specifically set forth herein.

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Seller if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:Mortgage

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Company if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall 48 54 convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000[ ]; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000[ ]. In connection with each conveyance of Subsequent Mortgage Loans, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account on the related Subsequent Transfer Date. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges other than Prepayment Chargescharges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all proceeds of any thereof, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan GroupLoans, which related amounts, in the aggregate, shall not exceed the allocated Fixed Rate Group Prefunding Account Deposit for such related Mortgage Loan GroupDeposit. The amount released to the Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in the Adjustable Rate Group shall be equal to the aggregate of the Subsequent Purchase Prices for such Subsequent Mortgage Loans, which amounts, in the aggregate, shall not exceed the Adjustable Rate Group Prefunding Account Deposit. The amounts so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to the related REMIC I Pool by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each the Closing Date or other related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:thereto

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Purchase Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Commitment Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Purchase Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In connection with each conveyance of Subsequent Mortgage Loans, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account on the related Subsequent Transfer Date. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:,

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Company if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:whose

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's ’s delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's ’s right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group), the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) plus all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Groupincluded, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan GroupDeposit. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan GroupAccount, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether Date(whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectively. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferor's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, if any, and extension and other administrative charges other than Prepayment Charges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Account Deposit for such related Mortgage Loan Group. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:Subsequent

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Account (or other amounts payable to or upon the order of the Depositor Company if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or 50 otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Date Principal Balance of less than $500,000. In connection with each conveyance of Subsequent Mortgage Loans, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account on the related Subsequent Transfer Date. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges other than Prepayment Charges) pursuant to Section 2.01 hereof), made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all proceeds of any thereof, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan GroupLoans, which related amounts, in the aggregate, shall not exceed the allocated Fixed Rate Group Prefunding Account Deposit for such related Mortgage Loan GroupDeposit. The amount released to the Seller from the Prefunding Account on any Subsequent Transfer Date (or from other amounts payable to the Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in the Adjustable Rate Group shall be equal to the aggregate of the Subsequent Purchase Prices for such Subsequent Mortgage Loans, which amounts, in the aggregate, shall not exceed the Adjustable Rate Group Prefunding Account Deposit. The amounts so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to the related REMIC I Pool by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each the Closing Date or other related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract. Subject to the conditions set forth in the paragraphs below, in consideration of the Trustee's delivery on the Closing Date or related Subsequent Transfer Dates to or upon the order of the Depositor Seller of the Subsequent Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit in the Prefunding Purchase Account (or other amounts payable to or upon the order of the Depositor Company if such purchases of all Subsequent Mortgage Loans occur on the Closing Date) with respect to the related Mortgage Loan Group, the Seller shall, from time to time, on the Closing Date or any Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the DepositorTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan identified on the Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on the Closing Date or such Subsequent Transfer Date, including all of its right, title and interest in and to principal and interest (whether in the form of payments by Mortgagors or other proceeds) received or deemed to be received by the Seller on each such Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net of amounts in respect of interest accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for application on behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any date on or after the related Subsequent Cut-off Date or otherwise) ), plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all items with respect to such Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other items in the related Mortgage File; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal (including prepayments) and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date (except for amounts held by the Seller for application on or after the related Subsequent Cut-off Date). Immediately upon the conveyance of the Subsequent Mortgage Loans as referred to in the preceding paragraph, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for benefit of the Certificateholders, all right, title and interest of the Depositor in the Subsequent Mortgage Loans as referred to in the preceding paragraph. The respective transfers transfer by the Seller and the Depositor of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the parties hereto to be treated as a sale by the Seller and the Depositor, respectivelySeller. On or before the last day of the Funding Commitment Period, the Seller shall convey to the Depositor and the Depositor to the Trustee pursuant to this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession that satisfy the requirements of this Section 2.02 or (ii) the maximum principal balance of Mortgage Loans as determined by Seller that satisfy the requirements of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed the Prefunding Purchase Account Deposit. Subsequent Mortgage Loans to be conveyed on a given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date Principal Balance of not less than $500,000; provided, however, that the Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date may have an aggregate Subsequent Cut-off Cutoff Date Principal Balance of less than $500,000. In connection with each conveyance of Subsequent Mortgage Loans, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account on the related Subsequent Transfer Date. In the event that, notwithstanding the intent of the parties hereto to effect a sale and assignment of the Subsequent Mortgage Loans on the related Subsequent Transfer Date by the Seller to the Depositor and by the Depositor to the Trustee, such sale and assignment will be deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Depositor and the Depositor to the Trustee for the benefit of the Certificateholders a first priority perfected security interest in all of the related transferorSeller's right, title and interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage Notes, all payments of principal and interest on the Subsequent Mortgage Loans received on or after their respective Subsequent Cut-off Dates, net of amounts in respect of interest 42 48 accrued on such Subsequent Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all other payments (provided that the parties to this Agreement acknowledge that the Servicer is entitled to receive all exclusive of assumption fees, late payment charges, charges for checks returned for insufficient funds, prepayment fees, if any, and extension and other administrative charges other than Prepayment Chargescharges) made in respect of such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date, plus any Subsequent Transfer Deposit relating to such Subsequent Mortgage Loan and all proceeds of any thereof, and that this Agreement and the related Subsequent Transfer Agreement shall each constitute a security agreement with respect to the related Subsequent Mortgage Loans under applicable law. The Seller and the Depositor shall file financing statements and continuation statements as necessary to maintain the perfection of such security interest. The amount released to or upon the order of the Depositor Seller from the Prefunding Purchase Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in any Mortgage Loan the Fixed Rate Group shall be equal to the aggregate of the related Subsequent Purchase Prices for such related Subsequent Mortgage Loans to be included in such related Mortgage Loan GroupLoans, which related amounts, in the aggregate, shall not exceed the allocated Prefunding Fixed Rate Group Purchase Account Deposit for Deposit; provided, however, that any Additional Subsequent Purchase Price in respect of such related Subsequent Mortgage Loan GroupLoans shall be paid only on the last day of the Commitment Period. The amount released to the Seller from the Purchase Account on any Subsequent Transfer Date (or from other amounts payable to the Company on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in the Adjustable Rate Group shall be equal to the aggregate of the Subsequent Purchase Prices for such Subsequent Mortgage Loans, which amounts, in the aggregate, shall not exceed the Adjustable Rate Group Purchase Account Deposit. The amounts so released to or upon the order of the Depositor Seller in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to the related REMIC I IF Pool or REMIC IA Pool, as applicable by the Depositor Seller and used by the Trustee to acquire the related Subsequent Mortgage Loans pursuant to a fixed price contract established pursuant to this Section 2.02. On each the Closing Date or other related Subsequent Transfer Date, the Seller shall transfer to the Depositor and the Depositor shall transfer to the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in the first paragraph in this section only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: