Common use of Delivery of Subsequent Mortgage Loans Clause in Contracts

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded Amount; provided, further, that the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c), in consideration of the Securities Administrator's delivery on the related Subsequent Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the Pre-Funding Account, the Depositor, on each Subsequent Transfer Date, shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund for inclusion in the Mortgage Pool, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to such Subsequent Transfer Date and all items in the related Trustee Mortgage File and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding Account. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of the Subsequent Mortgage Loan in the Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pre-Funding Account in respect of any Subsequent Mortgage Loans is subject to satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the Transfer Price to be released from the Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery Requirements. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust on the Subsequent Transfer Date. The applicable Servicer shall deposit in the Custodial Account within two Business Days following each Subsequent Transfer Date all collections in respect to the related Subsequent Mortgage Loans received after the related Subsequent Cut-off Date.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund for inclusion in Pool 1 or Pool 2, as applicable, at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded AmountAmount related to Pool 1 or Pool 2, as applicable; provided, further, that in the case of Pool 1, the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account account of the Pool 1 Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account account of the Pool 1 Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c), in consideration of the Securities Administrator's delivery on the related Subsequent Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the applicable Pre-Funding Account, the Depositor, on each Subsequent Transfer Date, shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund for inclusion in the related Mortgage Pool, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to such Subsequent Transfer Date and all items in the related Trustee Mortgage File and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding AccountFile. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of the Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pool 1 Pre-Funding Account or the Pool 2 Pre-Funding Account, as applicable, in respect of any Subsequent Mortgage Loans is subject to satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the related Mortgage Pool to which such Subsequent Mortgage Loans relate and the Transfer Price to be released from the related Pre-Funding Account or Sub-account.Sub Account; (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery Requirements.Requirements applicable to such Mortgage Pool; (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 50 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator.; (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any either of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in the Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust on the Subsequent Transfer Date. The Depositor shall cause the applicable Servicer shall to deposit in the Custodial Account within two Business Days following each Subsequent Transfer Date all collections in respect to the related Subsequent Mortgage Loans received after the related Subsequent Cut-off Date.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey Subject to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded Amount; provided, further, that the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c)paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Securities Administrator's Trustee’s delivery on the related Subsequent Transfer Sale Date to the Depositor or its designee, or upon the order of the Depositor, Depositor of the Transfer Price for the related Subsequent Mortgage Loans purchase price therefor solely from amounts on deposit in the Pre-Funding AccountFunded Amount, on any Subsequent Sale Date, the Depositor, on each Subsequent Transfer Date, Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf for the benefit of the Trust Fund for inclusion in the Mortgage Pool, without recourse, but subject to the other terms and provisions of this AgreementCertificateholders, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including: (including i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all interest and collections of principal thereon on the Subsequent Mortgage Loan received after the related Subsequent Cut-off Date (other than principal due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date); (iii) identified all collections of interest on the Subsequent Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); (iv) all Prepayment Premiums with respect to such Subsequent Mortgage Loan; (v) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files with respect to such Subsequent Transfer Date Notice delivered Mortgage Loan; (vi) any and all general intangibles consisting of, arising from or relating to any of the foregoing; (vii) the property that secured such Subsequent Mortgage Loan, including the Mortgaged Properties and any Additional Collateral, and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (viii) the Capitalized Interest Account, and all amounts deposited therein pursuant to the applicable provisions of this Agreement; and (ix) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds and all Insurance Proceeds. The transfer by the Seller to the Depositor and by the Depositor prior to the Trustee for the benefit of the Certificateholders of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the applicable Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the applicable Seller to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.8(a) from the applicable Seller to the Depositor and from the Depositor to the Trustee for the benefit of the Certificateholders pursuant to the Subsequent Transfer Agreement and this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the applicable Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of the Subsequent Transfer Agreement and this Agreement and that, in such event, (i) the applicable Seller and the Depositor shall be deemed to have granted and does hereby grant to the Depositor and the Trustee for the benefit of the Certificateholders, respectively, as of such Subsequent Transfer Sale Date a first priority security interest in the entire right, title and interest of the applicable Seller and the Depositor in and to the Subsequent Mortgage Loans and all items in other property conveyed to the related Trustee Mortgage File for the benefit of the Certificateholders pursuant to this Section 2.8(a) and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account proceeds thereof and (ii) this Agreement and the PreSubsequent Transfer Agreement each shall constitute a security agreement under applicable law. The purchase price shall be 100% of the Scheduled Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Funding AccountOff Date. In connection therewithOn or before each Subsequent Sale Date, the Depositor shall amend deliver to, and deposit with the Trustee for the benefit of the Certificateholders the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Sale Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to reflect the inclusion of the such Subsequent Mortgage Loan in the Mortgage Pool as part of the assets of the Trust Fund. Loans. (b) The Depositor shall promptly transfer and deliver to the Trustee and for the Master Servicer a copy benefit of the Mortgage Loan Schedule as so amended. (c) The obligation of Certificateholders the Securities Administrator to release funds from the Pre-Funding Account in respect of any Subsequent Mortgage Loans is subject to and the other property and rights related thereto described in paragraph (a) of this Section 2.8 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Sale Date: (i) at least ten (10) days prior to The Originator or the Subsequent Transfer Date, the Depositor applicable Seller shall have delivered to provided the Servicer, the Trustee, the Securities Administrator Depositor and the Master Servicer a duly executed written Subsequent Transfer Date Notice Rating Agencies with an Addition Notice, which notice shall include a schedule of Subsequent Mortgage Loans specifying the Transfer Price be given not less than two Business Days prior to be released from the Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery Requirements. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; Sale Date (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Subsequent Sale Date if such Subsequent Sale Date is within two Business Days of the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to designate the Subsequent Mortgage Loans to be sold to the Trust on Trustee for the benefit of the Certificateholders and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Trustee and the Servicer prior to the applicable Subsequent Sale Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates; (ii) The Originator or the applicable Seller shall have delivered to the Trustee, the Depositor and the Servicer a duly executed Subsequent Transfer Date. Agreement in substantially the form of Exhibit S; (iii) The Originator or the applicable Servicer Seller shall have delivered to the Trustee for deposit in the Custodial Payment Account within two Business Days following each Subsequent Transfer Date all collections in respect principal collected and interest collected to the related Subsequent Mortgage Loans received extent accrued and due after the related Subsequent Cut-off Date; (iv) As of each Subsequent Sale Date, the Originator or the applicable Seller was not insolvent, the Originator or the applicable Seller will not be made insolvent by such transfer and the Originator or the applicable Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Certificateholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Originator or the applicable Seller shall have provided the Trustee, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale of the Subsequent Mortgage Loans from the applicable Seller to the Depositor and from the Depositor to the Trust and the enforceability of the Subsequent Transfer Agreement with respect to the applicable Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Trustee, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Certificates; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The Originator and the Depositor shall have provided to the Trustee an Officer’s Certificate indicating that the conditions specified in Schedule VI hereto shall be met; and (xi) On the last Subsequent Sale Date, the Trustee shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Schedule VI hereto. (c) Each party hereto shall comply with its respective obligations set forth in Sections 2.1, 2.2, 2.5 and 3.6 respect to the Subsequent Mortgage Loans delivered on each Subsequent Sale Date. References in such Sections to the Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Sale Date, respectively, except that representations made with specific reference to the Closing Date Mortgage Loans delivered on the Closing Date shall remain unchanged.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund for inclusion in Pool 1 or Pool 2, as applicable, at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded AmountAmount related to Pool 1 or Pool 2, as applicable; provided, further, that in the case of Pool 1, the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pool 1 Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pool 1 Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c), in consideration of the Securities Administrator's delivery on the related Subsequent Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the applicable Pre-Funding Account, the Depositor, on each Subsequent Transfer Date, shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund for inclusion in the related Mortgage Pool, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to such Subsequent Transfer Date and all items in the related Trustee Mortgage File and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding AccountFile. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of the Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pool 1 Pre-Funding Account or the Pool 2 Pre-Funding Account, as applicable, in respect of any Subsequent Mortgage Loans is subject to satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the related Mortgage Pool to which such Subsequent Mortgage Loans relate and the Transfer Price to be released from the related Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery RequirementsRequirements applicable to such Mortgage Pool. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any either of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in the Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust on the Subsequent Transfer Date. The Depositor shall cause the applicable Servicer shall to deposit in the Custodial Account within two Business Days following each Subsequent Transfer Date all collections in respect to the related Subsequent Mortgage Loans received after the related Subsequent Cut-off Date.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey Subject to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded Amount; provided, further, that the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c)paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Securities Administrator's Trustee’s delivery on the related Subsequent Transfer Sale Date to the Depositor or its designee, or upon the order of the Depositor, Seller of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the Pre-Funding Accountpurchase price therefor, the Depositor, Seller shall on each any Subsequent Transfer Date, shall Sale Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf of the Trust Fund for inclusion in the Mortgage Pool, without recourse, but subject to the other terms and provisions of this AgreementTrust, all of the right, title and interest of the Depositor Seller, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (including i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal thereon received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to property which secured such Subsequent Transfer Date Mortgage Loan and all items which has been acquired by foreclosure or deed in the related Trustee lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage File and Loan; (v) all cash instruments or and other property held or required to be deposited in the Capitalized Interest Account [and the Pre-Funding Account]; and (vi) all proceeds of any of the foregoing. In connection therewith, The transfer by the Depositor shall amend Seller to the Mortgage Loan Schedule to reflect the inclusion Trustee of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Trustee. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.5(a) from the Seller to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Sale Date a first priority security interest in the Mortgage Pool as part entire right, title and interest of the assets Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trustee pursuant to this Section 2.5(a) and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be 100% of the Trust FundScheduled Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Sale Date, the Seller shall deliver to, and deposit with the Trustee the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Sale Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Depositor Seller shall promptly transfer and deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pre-Funding Account in respect of any Subsequent Mortgage Loans is subject to and the other property and rights related thereto described in paragraph (a) of this Section 2.5 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Sale Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor The Seller shall have delivered to provided the Servicer, the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the Transfer Price to be released from the Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage LoansDepositor, the Mortgage Loans shall conform to the Subsequent Delivery Requirements. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the DepositorRating Agencies with an Addition Notice, as which notice shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered given not less than two Business Days prior to the Trustee applicable Subsequent Sale Date and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to designate the Subsequent Mortgage Loans to be sold to the Trust on Trustee and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Trustee, the Master Servicer or the Servicer prior to the applicable Subsequent Sale Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates; (ii) The Seller shall have delivered to the Trustee, the Depositor, the Master Servicer and the Servicer a duly executed Subsequent Transfer Date. Agreement in substantially the form of Exhibit N; (iii) The applicable Seller shall have delivered to the Master Servicer shall for deposit in the Custodial Collection Account within two Business Days following each Subsequent Transfer Date all collections in respect principal collected and interest collected to the related Subsequent Mortgage Loans received extent accrued and due after the related Subsequent Cut-off Date; (iv) As of each Subsequent Sale Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale of the Subsequent Mortgage Loans from the Seller to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Schedule VI hereto shall be met; and (xi) On the last Subsequent Sale Date, the Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Schedule VI hereto. (c) Each party hereto shall comply with its respective obligations set forth in Sections 2.1, 2.2 and 3.4 respect to the Subsequent Mortgage Loans delivered on each Subsequent Sale Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Sale Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Mortgage Loans delivered on the Closing Date.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey Subject to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded Amount; provided, further, that the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c)paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Securities Administrator's Trustee’s delivery on the related Subsequent Transfer Sale Date to the Depositor or its designee, or upon the order of the Depositor, Depositor of the Transfer Price for the related Subsequent Mortgage Loans purchase price therefor solely from amounts on deposit in the Pre-Funding AccountFunded Amount, on any Subsequent Sale Date, the Depositor, on each Subsequent Transfer Date, Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf for the benefit of the Trust Fund for inclusion in the Mortgage Pool, without recourse, but subject to the other terms and provisions of this AgreementCertificateholders, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including: (including i) the related Scheduled Principal Balance as of the Related Cut-Off Date after giving effect to payments of principal due on or before the Related Cut-Off Date; (ii) all interest and collections of principal thereon on the Subsequent Mortgage Loan received after the related Subsequent Cut-off Date (other than principal due on or before related Cut-off Date and collected after the related Cut-off Date); (iii) identified all collections of interest on the Subsequent Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date); (iv) all Prepayment Premiums with respect to such Subsequent Mortgage Loan; (v) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files with respect to such Subsequent Transfer Date Notice delivered Mortgage Loan; (vi) any and all general intangibles consisting of, arising from or relating to any of the foregoing; (vii) the property that secured such Subsequent Mortgage Loan, including the Mortgaged Properties and any Additional Collateral, and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (viii) the Capitalized Interest Account, and all amounts deposited therein pursuant to the applicable provisions of this Agreement; and (ix) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds and all Insurance Proceeds. The transfer by the Seller to the Depositor and by the Depositor prior to the Trustee for the benefit of the Certificateholders of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the applicable Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the applicable Seller to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.8(a) from the applicable Seller to the Depositor and from the Depositor to the Trustee for the benefit of the Certificateholders pursuant to the Subsequent Transfer Agreement and this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the applicable Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of the Subsequent Transfer Agreement and this Agreement and that, in such event, (i) the applicable Seller and the Depositor shall be deemed to have granted and does hereby grant to the Depositor and the Trustee for the benefit of the Certificateholders, respectively, as of such Subsequent Transfer Sale Date a first priority security interest in the entire right, title and interest of the applicable Seller and the Depositor in and to the Subsequent Mortgage Loans and all items in other property conveyed to the Trustee for the benefit of the Certificateholders pursuant to this Section 2.8(a) and all proceeds thereof and (ii) this Agreement and the Subsequent Transfer Agreement each shall constitute a security agreement under applicable law. The purchase price shall be 100% of the Scheduled Principal Balance of the Subsequent Mortgage Loans as of the related Trustee Mortgage File and all cash instruments Cut-Off Date. On or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding Account. In connection therewithbefore each Subsequent Sale Date, the Depositor shall amend deliver to, and deposit with the Trustee for the benefit of the Certificateholders the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Sale Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to reflect the inclusion of the such Subsequent Mortgage Loan in the Mortgage Pool as part of the assets of the Trust Fund. Loans. (b) The Depositor shall promptly transfer and deliver to the Trustee and for the Master Servicer a copy benefit of the Mortgage Loan Schedule as so amended. (c) The obligation of Certificateholders the Securities Administrator to release funds from the Pre-Funding Account in respect of any Subsequent Mortgage Loans is subject to and the other property and rights related thereto described in paragraph (a) of this Section 2.8 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Sale Date: (i) at least ten (10) days prior to The Originator or the Subsequent Transfer Date, the Depositor applicable Seller shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the Transfer Price to be released from the Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery Requirements. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, provided the Master Servicer, the Securities Administrator Servicer, the Trustee, the Depositor and each the Rating Agency Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Sale Date (or on or before the Subsequent Sale Date if such additional information reasonably requested by any Subsequent Sale Date is within two Business Days of them with respect to the Closing Date) and shall designate the Subsequent Mortgage Loans to be sold to the Trustee for the benefit of the Certificateholders and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Trustee, the Master Servicer and the Servicer prior to the applicable Subsequent Sale Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates; (ii) The Originator or the applicable Seller shall have delivered to the Trustee, the Depositor, the Master Servicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit P; (iii) The Originator or the applicable Seller shall have delivered to the Trustee for deposit in the Payment Account all principal collected and interest collected to the extent accrued and due after the Related Cut-Off Date; (iv) As of each Subsequent Sale Date, the Originator or the applicable Seller was not insolvent, the Originator or the applicable Seller will not be made insolvent by such transfer and the Originator or the applicable Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Certificateholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Originator or the applicable Seller shall have provided the Trustee, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale of the Subsequent Mortgage Loans from the applicable Seller to the Depositor and from the Depositor to the Trust on and the enforceability of the Subsequent Transfer Agreement with respect to the Originator or the applicable Seller, which matters may be covered in the opinions delivered on the Closing Date. ; (viii) The applicable Servicer Depositor shall have provided the Trustee, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Certificates; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Custodial Pre-Funding Account within two Business Days following each as of the Closing Date; (x) The Originator and the Depositor shall have provided to the Trustee an Officer’s Certificate indicating that the conditions specified in Schedule IV hereto shall be met; and (xi) On the last Subsequent Transfer Date all collections Sale Date, the Trustee shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Schedule IV hereto. (c) Each party hereto shall comply with its respective obligations set forth in Sections 2.1, 2.2, 2.5 and 3.6 respect to the related Subsequent Mortgage Loans received after delivered on each Subsequent Sale Date. References in such Sections to the related Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Cut-off Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Cut-Off Date or Subsequent Sale Date, respectively, except that representations made with specific reference to the Closing Date Mortgage Loans delivered on the Closing Date shall remain unchanged.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund for inclusion in Pool 1 or Pool 2, as applicable, at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original Pre-Funded AmountAmount related to Pool 1 or Pool 2, as applicable; provided, further, that in the case of Pool 1, the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pool 1 Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pool 1 Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c), in consideration of the Securities Administrator's delivery on the related Subsequent Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the applicable Pre-Funding Account, the Depositor, on each Subsequent Transfer Date, shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund for inclusion in the related Mortgage Pool, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to such Subsequent Transfer Date and all items in the related Trustee Mortgage File and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding AccountAccounts. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of the Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pool 1 Pre-Funding Account or the Pool 2 Pre-Funding Account, as applicable, in respect of any Subsequent Mortgage Loans is subject to satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the related Mortgage Pool to which such Subsequent Mortgage Loans relate and the Transfer Price to be released from the related Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery RequirementsRequirements applicable to such Mortgage Pool. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date; (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither none of the Depositor nor Depositor, the Seller or the Initial Seller shall be insolvent, nor will any of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in the Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust on the Subsequent Transfer Date. The applicable Servicer shall deposit in the Custodial Account within two Business Days following each Subsequent Transfer Date all collections in respect to the related Subsequent Mortgage Loans received after the related Subsequent Cut-off Date.

Delivery of Subsequent Mortgage Loans. (a) On each Subsequent Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.05 is satisfied, the Depositor shall convey to the Trust Fund and the Trustee shall purchase on behalf of the Trust Fund for inclusion in Pool 1 or Pool 2, as applicable, at the applicable Transfer Price set forth in the related Subsequent Transfer Date Notice, all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.05 then offered for sale by the Depositor; provided, however, that the related aggregate purchase price paid for the Subsequent Mortgage Loans shall not exceed the Original PrePre- 70478 Sequoia 2003-1 Pooling and Servicing Agreement Funded AmountAmount related to Pool 1 or Pool 2, as applicable; provided, further, that in the case of Pool 1, the aggregate purchase price paid for Subsequent Mortgage Loans which (x) constitute One-Month LIBOR Loans shall not exceed the initial deposit made to the 1M Sub-Account of the Pool 1 Pre-Funding Account and (y) constitute Six-Month LIBOR Loans shall not exceed the initial deposit made to the 6M Sub-Account of the Pool 1 Pre-Funding Account, in each case as provided in Section 4.02. (b) Subject to satisfaction of the conditions set forth in Section 2.05(c), in consideration of the Securities Administrator's delivery on the related Subsequent Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the applicable Pre-Funding Account, the Depositor, on each Subsequent Transfer Date, shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund for inclusion in the related Mortgage Pool, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date) identified in the related Subsequent Transfer Date Notice delivered by the Depositor prior to such Subsequent Transfer Date and all items in the related Trustee Mortgage File and all cash instruments or other property held or required to be deposited in the Capitalized Interest Account and the Pre-Funding AccountFile. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of the Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. (c) The obligation of the Securities Administrator to release funds from the Pool 1 Pre-Funding Account or the Pool 2 Pre-Funding Account, as applicable, in respect of any Subsequent Mortgage Loans is subject to satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) at least ten (10) days prior to the Subsequent Transfer Date, the Depositor shall have delivered to the Trustee, the Securities Administrator and the Master Servicer a duly executed written Subsequent Transfer Date Notice which shall include a schedule of Subsequent Mortgage Loans specifying the related Mortgage Pool to which such Subsequent Mortgage Loans relate and the Transfer Price to be released from the related Pre-Funding Account or Sub-account. (ii) after giving effect to the acquisition of such Subsequent Mortgage Loans, the Mortgage Loans shall conform to the Subsequent Delivery RequirementsRequirements applicable to such Mortgage Pool. (iii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to the interest of Certificateholders; (iv) the weighted average Mortgage Rate for all the Mortgage Loans in the Trust Fund at the close of the Pre-Funding Period shall not be more than 100 basis points lower than the weighted average Mortgage Rate for the Initial Mortgage Loans transferred to the Trust Fund on the Closing Date;; 70478 Sequoia 2003-1 Pooling and Servicing Agreement (v) the addition of the Subsequent Mortgage Loans shall not result in the reduction, qualification or withdrawal of the then current rating of the Certificates as evidenced by a letter from each Rating Agency rating the Certificate delivered by the Depositor to the Trustee and the Securities Administrator dated the applicable Subsequent Transfer Date; (vi) each Subsequent Mortgage Loan shall be underwritten in accordance with the applicable underwriting guidelines for the related originator. (vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a letter from an independent accountant stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Mortgage Loans required in this Section 2.05(b); (viii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will any either of them be made insolvent by such transfer; (ix) the Pre-Funding Period shall not have ended; (x) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement and executed Acknowledgement (if not previously delivered to the Master Servicer on or before the Closing Date) in respect of each such Subsequent Mortgage Loan, and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer; (xi) the Depositor shall have delivered to the Trustee and the Securities Administrator an Officer's Certificate confirming the satisfaction of each condition precedent specified in the Section 2.05 and Opinions of Counsel with respect to corporate, bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the form substantially similar to those delivered on the Closing Date pursuant to the Underwriting Agreement; and (xii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust on the Subsequent Transfer Date. The Depositor shall cause the applicable Servicer shall to deposit in the Custodial Account within two Business Days following each Subsequent Transfer Date all collections in respect to the related Subsequent Mortgage Loans received after the related Subsequent Cut-off Date.