Common use of Purchase and Sale of Subsequent Mortgage Loans Clause in Contracts

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date. (b) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount (net of the Pre-Funding Earnings), the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders, all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by arising under Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Principal Balances Balance of the Subsequent Mortgage Loans so transferred, transferred as of the related Subsequent Cut-Off Date. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Unaffiliated Seller shall have provided the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall provide any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans or required by this Agreement; (ii) the Unaffiliated Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and the terms of the Unaffiliated Seller's Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Startup Day (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit T hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements in Section 2.02 of the Unaffiliated Seller's Agreement. (d) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date upon written instruction from the Unaffiliated Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Unaffiliated Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Servicer with the cooperation of the Unaffiliated Seller. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable the Servicer Payment Remittance Date following such Subsequent Transfer Date, the Servicer will deposit into the Payment Distribution Account a Special Advance in the amount of 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer Date occurs and any month thereafter until, but not including, the month in which such the first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date. (b) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Distribution Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of below and provided that the IndentureOriginal Pre-Funded Amount is greater than zero, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or Dates, if any, upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount (net of the Pre-Funding Earnings), if any, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by arising under Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Principal Balances Balance of the Subsequent Mortgage Loans so transferred, transferred as of the related Subsequent Cut-Off Date. (b) The Subsequent Mortgage Loans, if any, and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Unaffiliated Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall provide any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans or required by this Agreement; (ii) the Unaffiliated Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Unaffiliated Seller shall have delivered to the Trustee and the Certificate Insurer an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and the terms of the Unaffiliated Seller's Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Day (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Certificate Insurer, the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit T hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements in Section 2.02 of the Unaffiliated Seller's Agreement. (d) In connection with the transfer and assignment of the any Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date, if any, upon written instruction from the Unaffiliated Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Unaffiliated Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Servicer with the cooperation of the Unaffiliated Seller and subject to the approval of the Certificate Insurer. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable the Servicer Payment Remittance Date following such Subsequent Transfer Date, the Servicer will deposit into the Payment Distribution Account a Special Advance in the amount of 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer Date occurs and any month thereafter until, but not including, the month in which such the first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date. (b) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Distribution Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, aggregate principal balances as of the related Subsequent Cut-Off DateDate of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Unaffiliated Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Unaffiliated Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Unaffiliated Seller shall have delivered to the Trustee and the Certificate Insurer an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and each complies with the terms of the Unaffiliated Seller's Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Certificate Insurer, the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit R hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements in Section 2.02 of the Unaffiliated Seller's Agreement. (d) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date upon written instruction from the Unaffiliated Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Unaffiliated Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Servicer with the cooperation of the Unaffiliated Seller and subject to the approval of the Certificate Insurer. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Remittance Date, the Servicer will deposit into the Payment Distribution Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such the first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Securities Administrator's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustSecurities Administrator's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Securities Administrator and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the applicable Servicer shall have deposited in the related Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to shall be 100% of the aggregate Stated Principal Balances as of the related Pool shall be oneSubsequent Cut-hundred percent (100%) of the Aggregate Principal Balances off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (A) the Depositor shall have provided the applicable Responsible Parties, as the Trustee and the Rating Agencies with a timely addition notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (B) the applicable Servicer shall have deposited in the related Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (C) as of each Subsequent Transfer Date, the applicable Responsible Party was not insolvent nor will be made insolvent by such transfer nor is the applicable Responsible Party aware of any pending insolvency; (D) the Pre-Funding Period shall not have terminated; (E) the applicable Responsible Party shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each Subsequent Mortgage Loan to be added to the Trust Fund on such Subsequent Transfer Date (in which Assignment and Recognition Agreement, the applicable Responsible Party shall make the same representations and warranties with respect to the Subsequent Mortgage Loans as those it made with respect to the applicable Initial Mortgage Loans); (F) the Sponsor shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii); (G) the Depositor, the Sponsor and each Servicer shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement; (H) each of the Rating Agencies shall have provided a notice in either written or electronic format acknowledging their respective consents to the transfer of the Subsequent Mortgage Loans to the Trust Fund. (biii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, with respect to all of the Mortgage Loans in the Trust: (A) no more than 7.75% may be second lien mortgage loans; (B) no more than 40.00% may be first lien mortgage loans which are secured by Mortgaged Properties which also secure second lien mortgage loans; (C) no less than 18.00% and no more than 22.00% may be Fixed Rate Mortgage Loans; (D) the weighted average original term to maturity may not exceed 360 months; (E) the weighted average gross Mortgage Rate must not be less than 8.40%, or more than 8.60%; (F) the weighted average original LTV must not exceed 83.00%, and no more than 45.00% of the Mortgage Loans may have LTVs in excess of 80.00% and no Mortgage Loan may have an CLTV greater than 100%; (G) at least 65.00% of the Mortgage Loans must have Prepayment Charges; (H) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.250%; (I) the weighted average credit score (FICO Score) must be at least 615, and none of the Mortgage Loans may have credit scores below 500; (J) the weighted average credit score for the second-lien mortgage loans must be at least 625; (K) no more than 20.00% may have an interest-only period; (L) the weighted average initial periodic rate cap for the Adjustable Rate Mortgage Loans may not exceed 2.500%; and (M) no mortgage loan is classified as a "high cost" loan under the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no mortgage loan is in violation of, or classified as a "high cost," "threshold," "predatory" or similar loan under, any other applicable state, federal or local law; Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor applicable Responsible Party shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Purchase Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.02 and each complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Seller and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit L hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Rate of at least 8.00%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the principal balance of any such Subsequent Mortgage Loan may not exceed $350,000.00; (vi) no more than 22% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (A) for consumer purpose loans, 90%, and (B) for business purpose loans, 75%; (viii) no more than 35% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 18% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 8.5% of such Subsequent Mortgage Loans may be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (A) will have a weighted average Mortgage Rate, (I) for consumer purpose loans, of at least 11.35% and (II) for business purpose loans, of at least 16%; and (B) will have a weighted average CLTV of not more than (I) for consumer purpose loans, 73.5%, and (II) for business purpose loans, 60%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) For any On each Subsequent Mortgage Loan that has a first Due Transfer Date that occurs later than upon written instruction from the last day Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold Seller and subject to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net approval of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occursCertificate Insurer.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Purchase Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.02 and each complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Seller and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit L hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Rate of at least 8.00%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the principal balance of any such Subsequent Mortgage Loan may not exceed $350,000.00; (vi) no more than 28% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (A) for consumer purpose loans, 29%, and (B) for business purpose loans, 90%; (viii) no more than 75% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 18% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 5% of such Subsequent Mortgage Loans can be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (A) will have a weighted average Mortgage Rate, (I) for consumer purpose loans, of at least 11.5% and (II) for business purpose loans, of at least 15.5%; and (B) will have a weighted average CLTV of not more than (I) for consumer purpose loans, 76.5%, and (II) for business purpose loans, 63%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) For any On each Subsequent Mortgage Loan that has a first Due Transfer Date that occurs later than upon written instruction from the last day Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold Seller and subject to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net approval of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occursCertificate Insurer.

Purchase and Sale of Subsequent Mortgage Loans. (a1) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to (or upon the order of of) the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount or both Pre-Funding Accounts, as applicable, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set set-over and convey to the Trust Trustee without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage LoansLoans after the applicable Subsequent Cut-off Date, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the related Pre-Funding Account or both Pre-Funding Accounts, as applicable, with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (i) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Depositor shall have provided the Trustee with a timely Addition Notice, as which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans, and shall have provided any other information reasonably requested by any party hereto with respect to the Subsequent Mortgage Loans; (b) the applicable Servicer shall have deposited in the related Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) the Pre-Funding Period shall not have terminated; (d) the Purchaser shall have delivered to the Trustee an executed Assignment Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date; and (e) the Purchaser and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (ii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool taking into account such purchased Subsequent Mortgage Loans: (a) no more than 20.00% may be Fixed Rate Mortgage Loans; (b) the weighted average original term to maturity may not exceed 360 months; (c) the weighted average gross Mortgage Rate must not be less than 8.60%, or more than 9.10%; (d) the weighted average original LTV must not exceed 79%, and no more than 38.00% of the Mortgage Loans may have LTVs in excess of 80%; (e) each Group I Mortgage Loan must have a Stated Principal Balance in conformity with the FHLMC guidelines, and no Group II Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (f) at least 80% of the Mortgage Loans must have prepayment penalties; (g) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.45%; and (h) the weighted average credit score (FICO score) must be at least 590, and not more than 20.00% of the Mortgage Loans may have credit scores below 540. Any of the above requirements may be waived or modified in any respect upon prior written confirmation from each Rating Agency that such waiver or modification will not result in a downgrade or withdrawal of the initial ratings on the LIBOR Certificates. (iii) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee’s receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the Trust's Trustee’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Group I Subsequent Mortgage Loans in or the related PoolGroup II Subsequent Mortgage Loans, as applicable, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Group I Pre-Funding Account with respect to a transfer of Group I Subsequent Mortgage Loans Loans, or from the Group II Pre-Funding Account with respect to the related Pool a transfer of Group II Subsequent Mortgage Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Group I Subsequent Mortgage Loans, Group II Subsequent Mortgage Loans in or the related PoolGroup III Subsequent Mortgage Loans, as applicable, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Group I Pre-Funding Account with respect to a transfer of Group I Subsequent Mortgage Loans Loans, Group II Pre-Funding Account with respect to the related Pool a transfer of Group II Subsequent Mortgage Loans, or Group III Pre-Funding Account with respect to a transfer of Group III Subsequent Mortgage Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Unaffiliated Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Unaffiliated Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and each complies with the terms of the Unaffiliated Seller's Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit L hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan must have a Mortgage Interest Rate of at least 7.50%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the Principal Balance of any such Subsequent Mortgage Loan may not exceed $225,000.00; (vi) no more than 10.70% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than (a) for consumer purpose loans, 90%, and (b) for business purpose loans, 80%; (viii) no more than 31% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 4.50% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or five or more unit multifamily properties; and (x) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (a) will have a weighted average Mortgage Interest Rate, (I) for consumer purpose loans, of at least 11.10% and (II) for business purpose loans, of at least 16%; and (b) will have a weighted average CLTV of not more than (I) for consumer purpose loans, 76.50%, and (II) for business purpose loans, 63%. The combined original principal balance of loans secured by first and second lien mortgages is no greater than $227,150.00 for each mortgaged property. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date upon written instruction from the Unaffiliated Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Unaffiliated Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Unaffiliated Seller and subject to the approval of the Certificate Insurer. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Certificate Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to shall be 100% of the aggregate Stated Principal Balances as of the related Pool shall be oneSubsequent Cut-hundred percent (100%) of the Aggregate Principal Balances off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (A) the applicable Responsible Party shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (B) the applicable Servicer shall have deposited in the related Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (C) as of each Subsequent Transfer Date, the applicable Responsible Party was not insolvent nor will be made insolvent by such transfer nor is the applicable Responsible Party aware of any pending insolvency; (D) the Pre-Funding Period shall not have terminated; (E) the applicable Responsible Party shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each Subsequent Mortgage Loan to be added to the Trust Fund on such Subsequent Transfer Date (in which Assignment and Recognition Agreement, the applicable Responsible Party shall make the same representations and warranties with respect to the Subsequent Mortgage Loans as those it made with respect to the applicable Initial Mortgage Loans); (F) the Sponsor shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); (G) the applicable Responsible Party and the Sponsor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement; (H) each of the Rating Agencies shall have provided a notice in either written or electronic format acknowledging their respective consents to the transfer of the Subsequent Mortgage Loans to the Trust Fund. (biii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, with respect to all of the Mortgage Loans in the Trust: (A) no more than 7.75% may be second lien mortgage loans; (B) no more than 40.00% may be first lien mortgage loans which are secured by Mortgaged Properties which also secure second lien mortgage loans; (C) no less than 18.00% and no more than 22.00% may be Fixed Rate Mortgage Loans; (D) the weighted average original term to maturity may not exceed 360 months; (E) the weighted average gross Mortgage Rate must not be less than 8.40%, or more than 8.60%; (F) the weighted average original LTV must not exceed 83.00%, and no more than 45.00% of the Mortgage Loans may have LTVs in excess of 80.00% and no Mortgage Loan may have an CLTV greater than 100%; (G) at least 65.00% of the Mortgage Loans must have Prepayment Charges; (H) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.250%; (I) the weighted average credit score (FICO Score) must be at least 615, and none of the Mortgage Loans may have credit scores below 500; (J) the weighted average credit score for the second-lien mortgage loans must be at least 625; (K) no more than 20.00% may have an interest-only period; (L) the weighted average initial periodic rate cap for the Adjustable Rate Mortgage Loans may not exceed 2.500%; and (M) no mortgage loan is classified as a "high cost" loan under the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no mortgage loan is in violation of, or classified as a "high cost," "threshold," "predatory" or similar loan under, any other applicable state, federal or local law; Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor applicable Responsible Party shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Loan Sale Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Loan Sale Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Loan Sale Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 3.01 and 3.03 of the Unaffiliated Seller's Loan Sale Agreement. The amount released from a Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date. (b) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Distribution Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Loan Sale Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Loan Sale Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Loan Sale Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators Depositor contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Loan Sale Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and each complies with the terms of the Loan Sale Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit L hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed ___ months; (iii) such Subsequent Mortgage Loan must have a Mortgage Interest Rate of at least __%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the Principal Balance of any such Subsequent Mortgage Loan may not exceed $_______; (vi) no more than __% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (a) for consumer purpose loans, __%, and (b) for business purpose loans, __%; (viii) no more than __% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than __% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than __% of such Subsequent Mortgage Loans may be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (a) will have a weighted average Mortgage Interest Rate, (I) for consumer purpose loans, of at least __% and (II) for business purpose loans, of at least ___%; and (b) will have a weighted average CLTV of not more than (I) for consumer purpose loans, __%, and (II) for business purpose loans, ___%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date upon written instruction from the Depositor, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Depositor on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Depositor and subject to the approval of the Certificate Insurer. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Certificate Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Class A-1 Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held by the Trust Fund, and will not cause any REMIC held by the Trust Fund to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date (which Assignment and Recognition Agreement shall include a representation and warranty from the related Originator that none of the Subsequent Mortgage Loans are High Cost Loans, none of the Subsequent Mortgage Loans are covered by the Home Ownership and Equity Protection Act of 1994 and none of the Subsequent Mortgage Loans is in violation of any comparable state law); (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (iii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool: (a) no more than 3.40% may be second liens; (b) no more than 32.00% and no less than 28.00% may be Fixed Rate Mortgage Loans; (c) the weighted average original term to maturity may not exceed 360 months; (d) the weighted average gross Mortgage Rate must not be less than 7.95%, or more than 8.20%; (e) the weighted average LTV must not exceed 82.00%, and no more than 48.00% of the Mortgage Loans may have LTVs in excess of 80%; (f) no Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (g) at least 85.00% of the Mortgage Loans must have prepayment penalties; (g) at least 85.00% of the Mortgage Loans must have prepayment penalties; (h) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.39%; (i) the weighted average credit score (FICO score) must be at least 615, and none of the Mortgage Loans may have credit scores below 500; and (j) no Mortgage Loan originated on or after October 1, 2002 but on or before March 10, 2003 will be secured by property located in the State of Georgia. Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Class A-1 Certificate Insurer and the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the specified Trust EstateFund for the benefit of the related Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under (but not obligations under) the Unaffiliated Seller's Purchase Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 3.04 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.01 and 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the related Pre-Funding Account with respect to a transfer of related Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the specified Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with an Addition Notice not later than five business days prior to the Subsequent Transfer Date, which shall include a Mortgage Loan Schedule for the specified Trust, listing the Subsequent Mortgage Loans, and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the related Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received on or after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut- Off Date; (iii) as of each Subsequent Transfer Date, the Seller was not insolvent nor will be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the specified Trust or the related Certificateholders; (v) the related Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming (x) the satisfaction of each condition precedent specified in paragraph (b)(i), (ii), (iii), (v) and (viii), (y) that the Subsequent Mortgage Loans comply with the provisions of Section 2.3(c) and (z) each Subsequent Mortgage Loan complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); (viii) the Seller shall not have selected such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the related Certificateholders and the Certificate Insurer; (ix) the Depositor shall have delivered to the Trustee an executed assignment of the Subsequent Mortgage Loans substantially in the form of Exhibit D to the Purchase Agreement; (x) the Trustee shall have transferred from the related Pre-Funding Account to the related Reserve Account the amount required pursuant to 6.1(g); and (xi) the Certificate Insurer shall deliver to the Seller, the Trustee and the Rating Agencies a written notice confirming the Certificate Insurer's consent and approval to the addition of all Subsequent Mortgage Loans purchased by each Trust on any Subsequent Transfer Date, which notice shall specify any required variation in the Required Reserve Account Level for each Trust and any required deposit by the Seller into the related Reserve Account, over and above the reserve account deposit required by Section 6.1(g). (c) The obligation of the specified Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements, the satisfaction of which shall be the responsibility of the Seller: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Interest Rate of at least 8.45% in the case of Trust 1B and a Gross Margin, in the case of Trust 1A of at least 2.0%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and will not cause the Rating Agencies to lower the ratings assigned to the related Class A Certificates; (v) the Principal Balance of any such Subsequent Mortgage Loan that is a first lien may not exceed $650,000, in the case of Trust 1A, and $525,000, in the case of Trust 1B, and none of such Subsequent Mortgage Loans in Trust 1A may be a second lien; (vi) no more than 96.0%, in the case of Trust 1B, of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have an LTV of more than 90%, in the case of Trust 1A, and a CLTV of more than 125%, in the case of Trust 1B; (viii) no Trust 1A Subsequent Mortgage Loan may be a balloon loan, and no more than 8.0% of such Subsequent Mortgage Loans, substantially all of which shall be first lien Mortgage Loans, may be balloon loans, in the case of Trust 1B; (ix) following the purchase of the Subsequent Mortgage Loans by the related Trust, the Mortgage Loans in Trust 1A will have a weighted average Gross Margin of at least 5.5%, and the Mortgage Loans in Trust 1B will have a weighted average Mortgage Interest Rate of at least 13.0% and (x) following the purchase of such Subsequent Mortgage Loans by Trust 1B, the Mortgage Loans will have a weighted average CLTV of not more than 108.0%, in the case of Trust 1B. Any such requirement may be waived or modified in any respect with the written consent of the Certificate Insurer. (bd) In connection with Prior to the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.5. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Purchase Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, aggregate principal balances as of the related Subsequent Cut-Off DateDate of the Subsequent Mortgage Loans so transferred. (b) In connection The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the transfer Subsequent Mortgage Loans and assignment shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans to received after the Trustrelated Subsequent CutOff Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent CutOff Date; (iii) as of each Subsequent Transfer Date, the Depositor shall cause was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.Depositor aware of any pending insolvency; (civ) For any Subsequent Mortgage Loan that has such addition will not result in a first Due Date that occurs later than material adverse tax consequence to the last day Trust or the Holders of the Due Certificates; (v) the Pre-Funding Period following shall not have terminated; (vi) the Due Period Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in which this paragraph (b) and that the Subsequent Mortgage Loan was sold Loans comply with the provisions of this Section 2.02 and each complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; and (vii) there shall have been delivered to the Trust, on each applicable Servicer Payment DateCertificate Insurer, the Servicer will deposit into Rating Agencies and the Payment Account 30 days' interest at Trustee, Independent Opinions of Counsel with respect to the related Mortgage Interest Rate, net transfer of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.Subsequent

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Purchase Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.03 and each complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Seller and the Depositor shall have delivered to the Trustee an executed copy of a subsequent transfer agreement, substantially in the form of Exhibit L hereto. (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan must have a Mortgage Interest Rate of at least 7.90%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the Principal Balance of any such Subsequent Mortgage Loan may not exceed $375,000.00; (vi) no more than 15% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (a) for consumer purpose loans, 95%, and (b) for business purpose loans, 75%; (viii) no more than 40% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 9% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 3% of such Subsequent Mortgage Loans may be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (a) will have a weighted average Mortgage Interest Rate, (I) for consumer purpose loans, of at least 11.25% and (II) for business purpose loans, of at least 15.80%; and (b) will have a weighted average CLTV of not more than (I) for consumer purpose loans, 80%, and (II) for business purpose loans, 64%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) On each Subsequent Transfer Date upon written instruction from the Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Seller and subject to the approval of the Certificate Insurer. (f) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Distribution Date, the Servicer will deposit into the Payment Certificate Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Mortgage Loan Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date. (b) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Class A Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held by the Trust Fund, and will not cause any REMIC held by the Trust Fund to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date; (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (iii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool: (a) no more than 2.50% may be second liens; (b) In connection with the transfer and assignment of the Subsequent no more than 25.00% may be Fixed Rate Mortgage Loans to the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.Loans; (c) For any Subsequent the weighted average original term to maturity may not exceed 360 months; (d) the weighted average gross Mortgage Rate must not be less than 8.75%, or more than 9.25%; (e) the weighted average LTV must not exceed 81%, and no more than 48.00% of the Mortgage Loans may have LTVs in excess of 80%; (f) no Mortgage Loan that has may have a first Due Date that occurs later than the last day Stated Principal Balance in excess of $1,000,000 as of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment related Cut-off Date, the Servicer will deposit into the Payment Account 30 days' interest ; (g) at the related Mortgage Interest Rate, net least 90.00% of the Servicing FeeMortgage Loans must have prepayment penalties; (h) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.20%; and (i) the weighted average credit score (FICO score) must be at least 605, for each month after and not more than 2.00% of the month Mortgage Loans may have credit scores below 500. Any of the above requirements may be waived or modified in which any respect by the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occursClass A Certificate Insurer.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held by the Trust Fund, and will not cause any REMIC held by the Trust Fund to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date (which Assignment and Recognition Agreement shall include a representation and warranty from the related Originator that none of the Subsequent Mortgage Loans are High Cost Loans, none of the Subsequent Mortgage Loans are covered by the Home Ownership and Equity Protection Act of 1994 and none of the Subsequent Mortgage Loans is in violation of any comparable state law); (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (iii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool: (a) no more than 2.00% may be second liens; (b) no less than 24.00% and no more than 29.00% may be Fixed Rate Mortgage Loans; (c) the weighted average original term to maturity may not exceed 360 months; (d) the weighted average gross Mortgage Rate must not be less than 7.80%, or more than 8.06%; (e) the weighted average LTV must not exceed 82.00%, and no more than 48.00% of the Mortgage Loans may have LTVs in excess of 80%; (f) no Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (g) at least 83.00% of the Mortgage Loans must have prepayment penalties; (h) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.50%; (i) the weighted average credit score (FICO score) must be at least 610, and none of the Mortgage Loans may have credit scores below 500; and (j) no Mortgage Loan originated on or after October 1, 2002 but on or before March 10, 2003 will be secured by property located in the State of Georgia. Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC created hereunder, and will not cause any REMIC created hereunder to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date (which Assignment and Recognition Agreement shall include a representation and warranty from the related Originator that none of the Subsequent Mortgage Loans is a High Cost Loan, none of the Subsequent Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 and none of the Subsequent Mortgage Loans is in violation of any comparable state law); (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto; and (i) each of the Rating Agencies shall have provided a notice in either written or electronic format acknowledging their respective consents to the transfer of the Subsequent Mortgage Loans to the Trust Fund. (biii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, with respect to the entire mortgage loan pool: (A) no more than 3.25% may be second lien mortgage loans; (B) no more than 41.00% may be first lien mortgage loans which are secured by Mortgaged Properties which also secure second lien mortgage loans; (C) no less than 12.00% and no more than 14.00% may be Fixed Rate Mortgage Loans; (D) the weighted average original term to maturity may not exceed 360 months; (E) the weighted average gross Mortgage Rate must not be less than 7.50%, or more than 7.70%; (F) the weighted average LTV must not exceed 80.00%, and no more than 32.50% of the Mortgage Loans may have LTVs in excess of 80.00%; (G) at least 70.00% of the Mortgage Loans must have Prepayment Charges; (H) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.200%; (I) the weighted average credit score (FICO Score) must be at least 623, and none of the Mortgage Loans may have credit scores below 500; (J) the weighted average credit score for the second-lien mortgage loans must be at least 649; (K) no more than 31.50% may have an interest-only period; and (L) no mortgage loan is classified as a "high cost" loan under the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no mortgage loan is in violation of, or classified as a "high cost," "threshold," "predatory" or similar loan under, any other applicable state, federal or local law. Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust trustee all of its rights under (but not obligations under) the Unaffiliated Seller's Purchase Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 3.04 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.01 and 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received on or after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Seller was not insolvent nor will be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming (x) the satisfaction of each condition precedent specified in paragraph (b)(i), (ii), (iii), (v) and (viii), (y) that the Subsequent Mortgage Loans comply with the provisions of Section 2.3(c) and (z) each Subsequent Mortgage Loan complies with the terms of the Purchase Agreement, including each of the representations and warranties made with respect thereto; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); (viii) the Seller shall not have selected such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Certificateholders and the Certificate Insurer; (ix) the Depositor shall have delivered to the Trustee an executed assignment of the Subsequent Mortgage Loans substantially in the form of Exhibit D to the Purchase Agreement; and (x) the Trustee shall have transferred from the Pre-Funding Account to the Reserve Account the amount required pursuant to 6.1(g). (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements, the satisfaction of which shall be the responsibility of the Seller: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Interest Rate of at least 8.85%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and will not cause the Rating Agencies to lower the ratings assigned to the Class A Certificates; (v) the Principal Balance of any such Subsequent Mortgage Loan that is a first lien may not exceed $380,000 and the Principal Balance of any such Subsequent Mortgage Loan that is a second lien may not exceed $130,000; (vi) no more than 85% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than 125%, (viii) no more than 50% of such Subsequent Mortgage Loans that are first lien Mortgage Loans and no more than 10% of such Subsequent Mortgage Loans that are second lien Mortgage Loans may be Balloon Loans; (ix) the Subsequent Mortgage Loans that are first liens will have a weighted average Mortgage Interest Rate of at least 10.75%, the Subsequent Mortgage Loans that are second liens will have a weighted average Mortgage Interest Rate of at least 13.50% and following the purchase of the Subsequent Mortgage Loans will have a weighted average Mortgage Interest Rate of at least 13.35%; and (x) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans will have a weighted average CLTV of not more than 104%. Any such requirement may be waived or modified in any respect with the written consent of the Certificate Insurer. (bd) In connection with Prior to the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.5. (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount or both Pre-Funding Accounts, as applicable, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the related Pre-Funding Account or both Pre-Funding Accounts, as applicable, with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC created hereunder, and will not cause any REMIC created hereunder to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date (which Assignment and Recognition Agreement shall include a representation and warranty from the related Originator that none of the Subsequent Mortgage Loans is a High Cost Loan, none of the Subsequent Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 and none of the Subsequent Mortgage Loans is in violation of any comparable state law); (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (biii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, with respect to the entire mortgage loan pool: (A) no more than 4.00% may be second lien mortgage loans; (B) no more than 37.00% may be first lien mortgage loans which are secured by Mortgaged Properties which also secure second lien mortgage loans; (C) no less than 10.00% and no more than 12.00% may be Fixed Rate Mortgage Loans; (D) the weighted average original term to maturity may not exceed 360 months; (E) the weighted average gross Mortgage Rate must not be less than 7.400%, or more than 7.500%; (F) the weighted average LTV must not exceed 81.50%, and no more than 40.00% of the Mortgage Loans may have LTVs in excess of 80.00%; (G) no Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (H) at least 87.00% of the Mortgage Loans must have Prepayment Charges; (I) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.500%; (J) the weighted average credit score (FICO Score) must be at least 626, and none of the Mortgage Loans may have credit scores below 500; (K) the weighted average credit score for the second-lien mortgage loans must be at least 652; (L) the weighted average Stated Documentation and No Ratio Documentation percentage must not exceed 55.00%. (M) no more than 35.00% may have an interest-only period; and (N) no mortgage loan is classified as a "high cost" loan under the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no mortgage loan is in violation of, or classified as a "high cost," "threshold," "predatory" or similar loan under, any other applicable state, federal or local law. Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC created hereunder, and will not cause any REMIC created hereunder to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date (which Assignment and Recognition Agreement shall include a representation and warranty from the related Originator that none of the Subsequent Mortgage Loans is a High Cost Loan, none of the Subsequent Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 and none of the Subsequent Mortgage Loans is in violation of any comparable state law); (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (biii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, with respect to the entire mortgage loan pool: (A) no more than 2.75% may be second lien mortgage loans; (B) no less than 17.00% and no more than 22.50% may be Fixed Rate Mortgage Loans; (C) the weighted average original term to maturity may not exceed 360 months; (D) the weighted average gross Mortgage Rate must not be less than 7.25%, or more than 7.65%; (E) the weighted average LTV must not exceed 81.60%, and no more than 40.00% of the Mortgage Loans may have LTVs in excess of 80.00%; (F) no Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (G) at least 84.50% of the Mortgage Loans must have Prepayment Charges; (H) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 5.45%; (I) the weighted average credit score (FICO Score) must be at least 620, and none of the Mortgage Loans may have credit scores below 500; (J) the weighted average credit score for the second-lien mortgage loans must be at least 645; (K) no mortgage loan is classified as a "high cost" loan under the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no mortgage loan is in violation of, or classified as a "high cost," "threshold," "predatory" or similar loan under, any other applicable state, federal or local law; and (L) the weighted average Stated Documentation and No Ratio Documentation percentage must not exceed 53.50%. Any of the requirements set forth in clauses (ii) and (iii) above may be waived or modified in any respect with the consent of the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Class A Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held by the Trust Fund, and will not cause any REMIC held by the Trust Fund to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date; (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (iii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool: (a) no more than 3.40% may be second liens; (b) no more than 30.00% may be Fixed Rate Mortgage Loans; (c) the weighted average original term to maturity may not exceed 360 months; (d) the weighted average gross Mortgage Rate must not be less than 8.45%, or more than 9.05%; (e) the weighted average LTV must not exceed 83.00%, and no more than 47.00% of the Mortgage Loans may have LTVs in excess of 80%; (f) no Mortgage Loan may have a Stated Principal Balance in excess of $1,000,000 as of the related Cut-off Date; (g) at least 85.00% of the Mortgage Loans must have prepayment penalties; (h) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.40%; (i) the weighted average credit score (FICO score) must be at least 605, and none of the Mortgage Loans may have credit scores below 500; and (j) no Mortgage Loan originated on or after October 1, 2002 will be secured by property located in the State of Georgia. Any of the above requirements may be waived or modified in any respect with the consent of the Class A Certificate Insurer and the Rating Agencies. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Purchase Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.02 and each complies with the terms of in the Purchase Agreement, including each of the representations and warranties made with respect thereto; and (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions). (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Rate of at least 8.75%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the principal balance of any such Subsequent Mortgage Loan may not exceed $350,000.00; (vi) no more than 35% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (A) for consumer purpose loans, 85%, and (B) for business purpose loans, 75%; (viii) no more than 20% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 20% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 5% of such Subsequent Mortgage Loans can be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (A) will have a weighted average Mortgage Rate, (I) for consumer purpose loans, of at least 11.35% and (II) for business purpose loans, of at least 15.75%; and (B) will have a weighted average LTV of not more than 72%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) For any On each Subsequent Mortgage Loan that has a first Due Transfer Date that occurs later than upon written instruction from the last day Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold Seller and subject to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net approval of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occursCertificate Insurer.

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool Loans, shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee and the Rating Agencies with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off Date. off Date and (by) In connection with the transfer and assignment of interest due on the Subsequent Mortgage Loans to after the Trust, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof.related Subsequent Cut-off Date; (c) For any as of each Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Transfer Date, the Servicer Unaffiliated Seller was not insolvent nor will deposit into be made insolvent by such transfer nor is the Payment Account 30 days' interest at the related Mortgage Interest Rate, net Unaffiliated Seller aware of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.any pending insolvency;

Purchase and Sale of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (ii) below, and upon the Trustee's receipt of the Indenturea Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related PoolLoans, including the outstanding principal of, of and interest due on, on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Estate. In connection Fund with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreementrespect thereto. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred. (ii) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust Fund only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (a) the Unaffiliated Seller shall have provided the Depositor, as the Trustee, the Rating Agencies and the Class A Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (b) the Servicer shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received and due after the related Subsequent Cut-Off off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date; (c) as of each Subsequent Transfer Date, the Unaffiliated Seller was not insolvent nor will be made insolvent by such transfer nor is the Unaffiliated Seller aware of any pending insolvency; (d) such addition will not result in a "prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held by the Trust Fund, and will not cause any REMIC held by the Trust Fund to cease to qualify as a REMIC, as evidenced by an Opinion of Counsel with respect to such matters (which may be a blanket opinion dated the Closing Date); (e) the Pre-Funding Period shall not have terminated; (f) the Unaffiliated Seller shall have delivered to the Trustee an executed Assignment and Recognition Agreement with respect to each related Originator of Subsequent Mortgage Loans to be added to the Trust Fund on such Subsequent Transfer Date; (g) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (ii), and the Opinion of Counsel referenced in clause (d); and (h) the Unaffiliated Seller and the Depositor shall have delivered to the Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit L hereto. (iii) The obligation of the Trust Fund to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the requirements that, following the purchase of such Subsequent Mortgage Loans, and with respect to the entire mortgage loan pool: (a) no more than 6% may be second liens; (b) no more than 43% may be Fixed Rate Mortgage Loans; (c) the weighted average original term to maturity may not exceed 360 months; (d) the weighted average gross Mortgage Rate must not be less than 8.75%, or more than 9.25%; (e) the weighted average LTV must not exceed 80%, and no more than 47% of the Mortgage Loans may have LTVs in excess of 80%; (f) no Mortgage Loan may have a Stated Principal Balance in excess of $725,000 as of the related Cut-off Date; (g) at least 80% of the Mortgage Loans must have prepayment penalties; (h) the weighted average Gross Margin for the Adjustable Rate Mortgage Loans must be at least 6.25%; and (i) the weighted average credit score (FICO score) must be at least 590, and not more than 3% of the Mortgage Loans may have credit scores below 500. Any of the above requirements may be waived or modified in any respect by the Class A Certificate Insurer. (iv) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to shall satisfy the document delivery requirements set forth in Section 2.05 hereof2.01(b). (c) For any Subsequent Mortgage Loan that has a first Due Date that occurs later than the last day of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occurs.

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(bparagraph (b) of the Indenturebelow, in consideration of the TrustTrustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust Trustee without recourse, recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust EstateFund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Purchase Agreement, the Depositor will does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust Trustee all of its rights under the Unaffiliated Seller's Purchase Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 2.05 and 3.05 of the Unaffiliated Seller's Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Purchase Agreement. The amount released from a the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances aggregate principal balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans so transferred. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and that the Subsequent Mortgage Loans comply with the provisions of this Section 2.02 and each complies with the terms of in the Purchase Agreement, including each of the representations and warranties made with respect thereto; and (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions). (c) The obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of such Subsequent Mortgage Loan may not exceed 360 months; (iii) such Subsequent Mortgage Loan shall have a Mortgage Rate of at least 8.75%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the principal balance of any such Subsequent Mortgage Loan may not exceed $350,000.00; (vi) no more than 35% of such Subsequent Mortgage Loans may be second liens; (vii) no such Subsequent Mortgage Loan shall have a CLTV of more than, (A) for consumer purpose loans, 85%, and (B) for business purpose loans, 75%; (viii) no more than 20% of such Subsequent Mortgage Loans may be Balloon Loans; (ix) no more than 20% of such Subsequent Mortgage Loans may be secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 5% of such Subsequent Mortgage Loans can be secured by commercial properties; and (xi) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (A) will have a weighted average Mortgage Rate, (I) for consumer purpose loans, of at least 11.35% and (II) for business purpose loans, of at least 15.75%; and (B) will have a weighted average LTV of not more than 72%. (bd) In connection with the transfer and assignment of the Subsequent Mortgage Loans to the TrustLoans, the Depositor shall cause the Unaffiliated Seller to satisfy the document delivery requirements set forth in Section 2.05 hereof2.05. (ce) For any On each Subsequent Mortgage Loan that has a first Due Transfer Date that occurs later than upon written instruction from the last day Seller, the Trustee shall withdraw from the Capitalized Interest Account and pay to the Seller on such Subsequent Transfer Date the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Trustee with the cooperation of the Due Period following the Due Period in which the Subsequent Mortgage Loan was sold Seller and subject to the Trust, on each applicable Servicer Payment Date, the Servicer will deposit into the Payment Account 30 days' interest at the related Mortgage Interest Rate, net approval of the Servicing Fee, for each month after the month in which the Subsequent Transfer occurs until, but not including, the month in which such first Due Date occursCertificate Insurer.