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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and; (f) the Funding Period shall not have expired; and (g) the Subsequent Mortgage Loans shall satisfy the criteria set forth on page S-37 of the Prospectus Supplement and Exhibit Q hereto. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; (D) the Seller shall represent and warrant that the Subsequent Mortgage Loans satisfy the criteria set forth in on page S-37 of the Prospectus Supplement and Exhibit Q hereto; and (DE) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer Servicer, the Rating Agencies and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and . Subsequent Mortgage Loans transferred to the Trust shall be taken only from such scheduleschedule unless the Rating Agencies shall have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by either of the ServicerRating Agencies, mortgage loans acceptable to the Servicer Rating Agency or Rating Agencies may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor Seller shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the DepositorSeller, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor Seller shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.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 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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.,

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.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 ’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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and; (f) the Funding Period shall not have expired; and (g) the Subsequent Mortgage Loans shall satisfy the criteria set forth on Exhibit Q hereto. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and; (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's ’s acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date; and (E) the Seller shall represent and warrant that the Subsequent Mortgage Loans satisfy the criteria set forth on Exhibit Q hereto. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer Servicer, the Rating Agencies and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and . Subsequent Mortgage Loans transferred to the Trust shall be taken only from such scheduleschedule unless the Rating Agencies shall have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by any of the ServicerRating Agencies, mortgage loans acceptable to the Servicer Rating Agency or Rating Agencies may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.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 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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies Trustee with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies Trustee with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative Trustee and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date); (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Datesuch date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and; (f) the Funding Commitment Period shall not have expired; (g) the Seller shall make the representations and warranties set forth in Section (A) of Schedule II to this Agreement with respect to such Subsequent Mortgage Loans; and (h) on such date, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date at least 10 Business Days prior to the related Subsequent Transfer Dateend of the Commitment Period. On or prior to each Subsequent Transfer DateNo later than the end of the Commitment Period, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (Aa) the Depositor Seller shall have confirmed delivered to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this Section 2.022.02 and in the related Subsequent Transfer Agreements; (Bb) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (Cc) the Trustee shall deliver to the Rating Agencies, the Representative Agencies and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (Dd) the Servicer Seller shall deliver to make the Depositor, the Trustee, the Representative representations and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as warranties set forth in Section B of Schedule II to this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loansAgreement. The Depositor Seller shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans all mortgage loans identified in both the original schedule and secondary schedule of mortgage loans described above satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject On or before the last day of the Commitment Period, the Seller will also cause to Section 3.16, if all be delivered to the Trustee (with copies to each Rating Agency) a letter from independent accountants confirming certain characteristics of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the CertificateholdersLoans.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and Representative, the Rating Agencies and the Certificate Insurer with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or Representative, the Rating Agencies or the Certificate Insurer with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative Representative, the Certificate Insurer and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Certificate Insurer, the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor Seller shall have confirmed to the Certificate Insurer, the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Certificate Insurer, the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee and the Certificate Insurer on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Certificate Insurer, the Representative and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller and the Certificate Insurer on the Closing Date; and (D) the Certificate Insurer and the Servicer shall deliver to the DepositorSeller, the Trustee, the Representative and the Rating Agencies a written notice confirming the Certificate Insurer's consent and approval to the addition of all Subsequent Mortgage Loans and the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer Servicer, the Representative and the Representative Certificate Insurer a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; providedPROVIDED, howeverHOWEVER, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Certificate Insurer or the Servicer, mortgage loans acceptable to the Certificate Insurer and the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor Seller shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative Trustee and the Rating Agencies Certificate Insurer with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative Trustee or the Rating Agencies Certificate Insurer with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative Certificate Insurer and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and; (f) the Funding Period shall not have expired; and (g) the Subsequent Mortgage Loans shall satisfy the criteria set forth on page S-48 of the Prospectus Supplement and Exhibit Q hereto. In addition, the Seller or the Depositor will provide the Servicer, the RepresentativeCertificate Insurer, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date at least 10 Business Days prior to the related end of the Funding Period or, if -42- such Subsequent Transfer Date is the Closing Date, on the Closing Date. On or prior to each Subsequent Transfer DateNo later than the end of the Funding Period, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor Seller shall have confirmed delivered to the Rating AgenciesCertificate Insurer, the Representative Rating Agencies and the Trustee, in the related Subsequent Transfer Agreement, Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this Section 2.022.02 and in the related Subsequent Transfer Agreements; (B) the Seller or the Depositor shall have delivered to the Rating AgenciesCertificate Insurer, the Representative Rating Agencies and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee and the Certificate Insurer on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative Certificate Insurer, the Rating Agencies and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller and the Certificate Insurer on the Closing Date; and; (D) the Servicer Seller shall represent and warrant that the Subsequent Mortgage Loans satisfy the criteria set forth in on page S-48 of the Prospectus Supplement and Exhibit Q hereto; and (E) the Certificate Insurer shall deliver to the DepositorSeller, the Trustee, the Representative Trustee and the Rating Agencies a written notice confirming the ServicerCertificate Insurer's acknowledgment consent and approval to service the addition of all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer the Closing Date, the Seller or the Depositor shall provide to the Trustee, the Servicer Trustee and the Representative Certificate Insurer a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the ServicerCertificate Insurer, mortgage loans acceptable to the Servicer Certificate Insurer may be substituted for such defective or rejected mortgage loans. The Depositor Seller shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative and the Rating Agencies with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was insolvent, nor was made insolvent by such transfer and neither is aware of any pending insolvency; (e) the Depositor shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor shall have confirmed to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, the satisfaction of each condition precedent specified in this Section 2.02; (B) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative and the Depositor an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; and (D) the Servicer shall deliver to the Depositor, the Trustee, the Representative and the Rating Agencies the Servicer's acknowledgment to service all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative Trustee and the Rating Agencies Financial Guaranty Insurer with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative or the Rating Agencies Trustee with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative Financial Guaranty Insurer and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date); (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Datesuch date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and; (f) the Funding Period shall not have expired; (g) the Seller shall make the representations and warranties set forth in Section (A) of Schedule II to this Agreement with respect to such Subsequent Mortgage Loans; and (h) on such date, the Seller shall deposit any applicable Subsequent Transfer Deposit in the Collection Account. In addition, the Seller or the Depositor will provide the Servicer, the Representative, the Rating Agencies Trustee and the Trustee with Moodx'x xxxh data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date at least 10 Business Days prior to the related end of the Funding Period or, if such Subsequent Transfer Data is the Closing Date, on the Closing Date. On or prior to each Subsequent Transfer DateNo later than the end of the Funding Period, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (Aa) the Depositor Seller shall have confirmed delivered to the Rating Agencies, the Representative and the Trustee, in the related Subsequent Transfer Agreement, Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this Section 2.022.02 and in the related Subsequent Transfer Agreements; (Bb) the Seller or the Depositor shall have delivered to the Rating Agencies, the Representative and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding bankruptcy, corporate and tax matters; (Cc) the Trustee shall deliver to the Rating Agencies, the Representative Agencies and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller on the Closing Date; (d) the Seller shall make the representations and warranties set forth in Section B of Schedule II to this Agreement; and (De) the Servicer Financial Guaranty Insurer shall deliver to the DepositorSeller, the Trustee, the Representative Trustee and the Rating Agencies a written notice confirming the ServicerFinancial Guaranty Insurer's acknowledgment consent and approval to service the addition of all Subsequent Mortgage Loans purchased by the Trust for inclusion in the Adjustable Rate Group on any Subsequent Transfer Date. On or prior to each Subsequent Transfer Date, the The Seller or the Depositor shall provide to the Trustee, the Servicer and the Representative a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the Servicer, mortgage loans acceptable to the Servicer may be substituted for such defective or rejected mortgage loans. The Depositor shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such all mortgage loans identified in the Subsequent Mortgage Loans Loan Schedule satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing related Subsequent Transfer Date. On or before the last day of the Funding Period, the Seller will also cause to be delivered to the Trustee (with copies to the Financial Guaranty Insurer and each Rating Agency) a letter from independent accountants confirming certain characteristics of the Subsequent Mortgage Loans. Subject to Section 3.163.16(d), if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of each of the Fixed Rate Group Prefunding Account Deposit and the Adjustable Rate Group Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as appropriate, and will be distributable to the Certificateholders.

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: (a) the Seller or the Depositor shall provide the Trustee, the Servicer, the Representative Trustee and the Rating Agencies Certificate Insurer with an Addition Notice and shall provide any information reasonably requested by the Trustee, the Servicer, the Representative Trustee or the Rating Agencies Certificate Insurer with respect to the Subsequent Mortgage Loans; (b) the Seller or the Depositor shall deliver to the Trustee, the Servicer, the Representative Certificate Insurer and the Rating Agencies a duly executed Subsequent Transfer Agreement and any other related documentation in the forms of the exhibits listed thereon; (c) the Seller shall deposit in the Collection Account all collections in respect of the Subsequent Mortgage Loans received or deemed received by the Seller and the Depositor on or after the related Subsequent Cut-off Date (whether in the nature of amounts held by the Seller for later application on behalf of the related Mortgagor in respect of a Monthly Payment due on or after the related Subsequent Cut-off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loans prior to the related Cut-off Date; (d) the Seller and the Depositor each shall certify that, as of the Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, nor was not made insolvent by such transfer and neither is not aware of any pending insolvency; (e) the Depositor Seller shall certify that such addition of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Certificateholders; and (f) the Funding Period shall not have expired. In addition, the Seller or the Depositor will provide the Servicer, the RepresentativeCertificate Insurer, the Rating Agencies and the Trustee with data regarding all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date at least 10 Business Days prior to the related end of the Funding Period or, if such Subsequent Transfer Date is the Closing Date, on the Closing Date. On or prior to each Subsequent Transfer DateNo later than the end of the Funding Period, the following conditions shall have been satisfied with respect to all Subsequent Mortgage Loans to be transferred to the Trust on any Subsequent Transfer Date: (A) the Depositor Seller shall have confirmed delivered to the Rating AgenciesCertificate Insurer, the Representative Rating Agencies and the Trustee, in the related Subsequent Transfer Agreement, Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this Section 2.022.02 and in the related Subsequent Transfer Agreements; (B) the Seller or the Depositor shall have delivered to the Rating AgenciesCertificate Insurer, the Representative Rating Agencies and the Trustee Opinions of Counsel with respect to the transfer of all of the Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date substantially in the form of the Opinions of Counsel delivered to the Trustee and the Certificate Insurer on the Closing Date regarding bankruptcy, corporate and tax matters; (C) the Trustee shall deliver to the Rating Agencies, the Representative Certificate Insurer, the Rating Agencies and the Depositor Seller an Opinion of Counsel with respect to the enforceability of each of the Subsequent Transfer Agreements substantially in the form of the Opinion of Counsel delivered to the Seller and the Certificate Insurer on the Closing Date; and (D) the Servicer Certificate Insurer shall deliver to the DepositorSeller, the Trustee, the Representative Trustee and the Rating Agencies a written notice confirming the ServicerCertificate Insurer's acknowledgment consent and approval to service the addition of all Subsequent Mortgage Loans purchased by the Trust on any Subsequent Transfer Date. On or prior to each Subsequent Transfer the Closing Date, the Seller or the Depositor shall provide to the Trustee, the Servicer Trustee and the Representative Certificate Insurer a schedule of mortgage loans that are expected to be Subsequent Mortgage Loans, and Subsequent Mortgage Loans transferred to the Trust shall be taken only from such schedule; provided, however, if any such identified mortgage loans do not satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage Loans by the ServicerCertificate Insurer, mortgage loans acceptable to the Servicer Certificate Insurer may be substituted for such defective or rejected mortgage loans. The Depositor Seller shall certify that the Subsequent Mortgage Loans will be transferred to the Trust in accordance with the foregoing and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent Mortgage Loans as set forth in this Section 2.02 as of the Closing Date. Subject to Section 3.16, if all of the Subsequent Mortgage Loans are transferred to the Trust on the Closing Date, then the remaining portion of the Prefunding Account Deposit will be deposited into the Certificate Account and held there, without investment thereof, until the first Distribution Date. On such first Distribution Date, such amounts will be deemed to comprise a portion of the Principal Distribution Amount and will be distributable to the Certificateholders.