Common use of Subsequent Mortgage Loans Clause in Contracts

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xix) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust FundIssuer, and the Trustee Issuer shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Indenture Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundIssuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such the applicable Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust FundEstate. The Depositor shall promptly deliver to the Trustee, the Securities Administrator Indenture Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund Issuer the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund Issuer shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage LoansPrice; (ii) the Depositor shall have delivered to the Trustee, Indenture Trustee with a copy to the Master Servicer and the Securities AdministratorServicer, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B A to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Indenture Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, Agency and the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O H hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust FundIssuer; (iv) no Subsequent Mortgage Loan will be in foreclosure or be an REO Property as of the applicable Subsequent Cut-off Date; (v) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Noteholders; (vi) following the conveyance of the Subsequent Mortgage Loans, the characteristics of the Mortgage Loans will remain substantially similar to the characteristics of the Initial Mortgage Loans as of the Cut-off Date; (vii) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (vviii) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as the Indenture Trustee shall have received an Opinion of the applicable Subsequent Cut-off Date; (vi) after giving effect Counsel with respect to the proposed transfer valid sale and assignment of Subsequent Mortgage Loans, Loans conveyed on the Overcollateralization Amount on such related Transfer Date equals and the absence of (i) an Adverse FASIT Event or exceeds (ii) any adverse effect on the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes eligibility of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse Notes for investment by employee plans subject to CertificateholdersERISA or the availability of an ERISA exemption from the prohibited transaction rules of Section 4.06 of ERISA and Section 4975 of the Code; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) the Depositor shall have delivered to the Indenture Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the CertificatesNotes; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiiix) the Depositor shall have delivered to the Indenture Trustee, the Master Servicer, the Securities Administrator, Servicer and each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund Issuer on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xvxi) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvixii) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviiixiii) the applicable Servicer shall have deposited in the applicable Custodial Account on Collection Account, within two Business Days following the Transfer Date Date, all collections in respect of to the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date and prior to the related Transfer Date; and; (xixxiv) the Depositor shall have delivered to the Master Servicer, the Trustee Servicer and the NIMS Insurer Indenture Trustee an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions Opinions of counsel Counsel with respect to corporate, bankruptcy, ERISA corporate and tax bankruptcy matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date; and (xv) the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement or Agreements in respect of such Subsequent Mortgage Loans and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding PeriodDate, provided that each condition set forth in this Section 2.01(b2.1(b) is satisfied, the Depositor shall convey to the Trust FundTrustee, and the Trustee shall purchase pursuant to this Section 2.01(b2.1(b), all Subsequent Mortgage Loans which that satisfy the criteria set forth in this Section 2.01(b2.1(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price for such Subsequent Mortgage Loans shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b2.1(b), in consideration of the TrusteeSecurities Administrator’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the aggregate Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust FundTrustee, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan then being transferred (including all interest and principal thereon received with respect to such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date specified in the Transfer SupplementSupplement (other than any Retained Interest or any Prepayment Penalty Amounts) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of each such Subsequent Mortgage Loan in the applicable Mortgage Pool 1 as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Custodian, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Subsequent Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. The Depositor shall on any Transfer Date transfer to the Trust Fund Trustee the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraphparagraphs, as applicable, and the Trust Fund Trustee shall purchase such Subsequent Mortgage LoansLoans for the purchase price specified in the related Transfer Supplement, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit Schedule B to the Mortgage Loan Sale Agreement; (iii) at least ten two (102) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian Agency and the NIMS Insurer Custodian an Addition Notice in the form of Exhibit O P hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust FundTrustee; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will shall be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viiivii) to the Seller’s knowledge, no Subsequent Mortgage Loan shall have been selected in a manner materially adverse to Certificateholders; (ixviii) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy substantially the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool 1 as set forth in the Mortgage Loan Sale Agreement; (xix) the Depositor shall have delivered to the Trustee and the NIMS Issuer Securities Administrator a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xix) no Subsequent Mortgage Loan shall have an original a combined Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xiixi) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiiixii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, Administrator and each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund Trustee on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xvxiii) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvixiv) the Pre-Funding Period shall not have ended; (xviixv) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of for all the Mortgage Loans shall not more than 100 basis points be lower than 7.600%, and the weighted average Mortgage Rate of for the Initial Pool 1 Mortgage Loans as of the Closing Dateshall not be lower than 7.500%; (xviiixvi) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the proportion of all Mortgage Loans with interest only payments shall not exceed 24.00%, and the proportion of Pool 1 Mortgage Loans with interest only payments shall not exceed 30.00%; (xvii) the applicable Servicer shall have deposited in the applicable Custodial Account custodial account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xixxviii) the Depositor shall have delivered to the Master Servicer, Securities Administrator and the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA bankruptcy and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ixviii) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (xix) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xix) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.0085.00%; (xiixi) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiiixii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xivxiii) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xvxiv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvixv) the Pre-Funding Period shall not have ended; (xviixvi) after giving effect to the acquisition of any all of the Subsequent Mortgage Loans on any Transfer Dateat the end of the Pre-Funding Period, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing DateLoans; (xviiixvii) the applicable Servicer shall have deposited in the applicable Custodial Collection Account on within two Business Days following the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xixxviii) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), paragraph (b) below and in consideration of the Indenture Trustee’s 's delivery on the related applicable Subsequent Transfer Date Dates, to the Depositor or its designee, or upon the written order of the Depositor, of all or a portion of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit balance of funds in the related Group 2 Pre-Funding Account, the Depositor shall, on each the Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf of the Trust Fund, without recourseEstate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each (i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument delivered by the Depositor on the Subsequent Transfer Date, (including ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all collections in respect of interest and principal thereon due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received after and interest accruing on the Group 2 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date specified Date. The transfer to the Indenture Trustee for deposit in the Transfer Supplement) identified in the Addition Notice delivered Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans identified on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to reflect constitute and to be treated as a sale of the inclusion of such Group 2 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 2 Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) Custodian at least ten three (103) Business Days prior to the related Subsequent Transfer Date, . The purchase price paid by the Depositor Indenture Trustee from amounts released from the Group 2 Pre-Funding Account shall have delivered to be one-hundred percent (100%) of the Trustee, aggregate Stated Principal Balance of the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Group 2 Subsequent Mortgage Loans offered for sale to the Trust Fund; so transferred (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount identified on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) Schedule provided by the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(bDepositor); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xix) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b2.01(a) is satisfied, the Depositor shall convey to the Trust FundIssuer, and the Trustee Issuer shall purchase purchase, subject to the lien of the Indenture Trustee, pursuant to this Section 2.01(b2.01(a), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b2.01(a) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b2.01(a), in consideration of the Indenture Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf Issuer, subject to the lien of the Trust FundIndenture Trustee, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust FundEstate. The Depositor shall promptly deliver to the Trustee, the Securities Administrator Indenture Trustee and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee Issuer, subject to the lien of the Indenture Trustee, all of its rights and interest under the Mortgage Loan Sale Purchase Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) Loans added to the Mortgage Loan Sale Purchase Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Purchase Agreement. The Trustee Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Purchase Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund Issuer the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund Issuer shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xix) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ixviii) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (xix) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xix) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xiixi) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiiixii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xivxiii) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xvxiv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvixv) the Pre-Funding Period shall not have ended; (xviixvi) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviiixvii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and; (xixxviii) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date; and (xix) HomEq (or any other servicer of the Subsequent Mortgage Loans), the Seller, the Trustee and the Master Servicer shall have entered into a servicing agreement with respect to the Subsequent Mortgage Loans.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B C to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisionsprovisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xix) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), paragraph (b) below and in consideration of the Indenture Trustee’s 's delivery on the related applicable Subsequent Transfer Date Dates, to the Depositor or its designee, or upon the written order of the Depositor, of all or a portion of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit balance of funds in the related Group 1 Pre-Funding Account, the Depositor shall, shall on each any Group 1 Subsequent Transfer Date, Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf of the Trust Fund, without recourseEstate, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each (i) the related Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 1 Subsequent Transfer Instrument delivered by the Depositor on such Group 1 Subsequent Transfer Date, (including ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal thereon due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received after and interest accruing on the Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date specified Date. The transfer to the Indenture Trustee for deposit in the Transfer Supplement) identified in the Addition Notice delivered Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to reflect constitute and to be treated as a sale of the inclusion of such Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to Custodian as agent for the Master Servicer and Custodian as agent for the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) Indenture Trustee at least ten three (103) Business Days prior to the related Subsequent Transfer Date, . The purchase price paid by the Depositor Indenture Trustee from amounts released from the Group 1 Pre-Funding Account shall have delivered to be one-hundred percent (100%) of the Trustee, aggregate Stated Principal Balance of the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Group 1 Subsequent Mortgage Loans offered for sale to the Trust Fund; so transferred (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount identified on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) Schedule provided by the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(bDepositor); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xix) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding Period, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trust Fund the applicable Subsequent Mortgage Loans and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ixviii) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (xix) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xix) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xiixi) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiiixii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xivxiii) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xvxiv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvixv) the Pre-Funding Period shall not have ended; (xviixvi) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviiixvii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date; and (xixxviii) the Depositor shall have delivered to the Master Servicer, the Trustee and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate, bankruptcy, ERISA and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

Subsequent Mortgage Loans. On each Transfer Date occurring during the Pre-Funding PeriodSeller, provided that each condition set forth in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all Subsequent Mortgage Loans which satisfy the criteria set forth in this Section 2.01(b) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.01(b), in consideration effective as of the Trustee’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related applicable Subsequent Mortgage Loans from amounts on deposit in the related Pre-Funding Account, the Depositor shall, on each Transfer Date, sellhereby sells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to the Trustee on behalf of the Trust FundDepositor, without recourse, but subject to the other terms and provisions of this Agreement, all of the Seller’s right, title and interest of the Depositor in and to each (i) the Subsequent Mortgage Loan (Loans, including the related Mortgage Documents and all interest and principal thereon received or receivable by Seller on or with respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date and all interest and principal payments on the Subsequent Mortgage Loans received prior to the related Subsequent Cut-off Date specified in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Transfer Supplement) identified in Subsequent Mortgage Loans on or before the Addition Notice delivered by the Depositor on such Transfer Date related Subsequent Cut-off Date, and all items other proceeds received in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion respect of such Subsequent Mortgage Loan in Loans, (ii) Seller’s rights and obligations under the applicable Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Securities Administrator [_______] Agreements and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale [________] Agreement with respect to the Subsequent Mortgage Loans, including all rights of the Seller under each Servicing Agreement and the Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor unless otherwise specified in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as amended modified by the related Transfer Supplement as ifAcknowledgements, for such purpose(iii) the pledge, it were control and guaranty agreements and the DepositorLimited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Subsequent Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Subsequent Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. The Depositor Each purchase and sale of Subsequent Mortgage Loans shall on any be completed pursuant to a Notice of Subsequent Transfer Date transfer substantially in the form of Exhibit A hereto, which notice shall be prepared by Seller and delivered by it to Depositor, the Issuer and the Trustee no later than two Business Days prior to the Trust Fund related Subsequent Transfer Date. For each Subsequent Transfer Date, Seller, Depositor and the Issuer agree to furnish such documents and certificates and to take such additional actions as may be required under the Indenture to make the related Subsequent Mortgage Loans subject to the Lien of Indenture and to permit the Trustee to release funds from the Pre-funding Account as provided in the Indenture. On or prior to the applicable Subsequent Transfer Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Subsequent Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on each Subsequent Transfer Date shall be made against payment by Depositor of the purchase price for the related Subsequent Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the other property purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, effective as of the applicable Subsequent Transfer Date, hereby sells, transfers, assigns, sets over and rights related thereto described otherwise conveys to the Issuer, without recourse, all of Depositor’s right, title and interest in and to (i) the immediately preceding paragraph, as applicable, and the Trust Fund shall purchase such Subsequent Mortgage Loans, property including the related Mortgage Documents and rights only upon the satisfaction of each of the following conditions all interest and principal received or receivable by Depositor on or prior to the related Transfer Date: (i) immediately prior to such Transfer Date, the Pre-Funding Amount in the related Pre-Funding Account shall equal or exceed the aggregate Transfer Price of the related Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee, with a copy to the Master Servicer and the Securities Administrator, a copy of a duly executed Transfer Supplement with respect to the Subsequent Mortgage Loans entered into between the Depositor and the Seller, in the form of Exhibit B to the Mortgage Loan Sale Agreement; (iii) at least ten (10) Business Days prior to after the related Transfer Date, the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency, the applicable Custodian and the NIMS Insurer an Addition Notice in the form of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for sale to the Trust Fund; (iv) the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 360 months; (v) each Subsequent Mortgage Loan will be not more than 30 days Delinquent in payment as of the applicable Subsequent Cut-off Date; (vi) after giving effect to the proposed transfer of Subsequent Mortgage Loans, the Overcollateralization Amount Off Date and all interest and principal payments on such Transfer Date equals or exceeds the Targeted Overcollateralization Amount for such date; (vii) each Subsequent Mortgage Loan shall qualify as a “qualified mortgage” for purposes of the REMIC Provisions; (viii) no Subsequent Mortgage Loan shall have been selected in a manner adverse to Certificateholders; (ix) the Subsequent Mortgage Loans to be transferred on such Transfer Date shall satisfy the same representations and warranties applicable to the Initial Mortgage Loans in the related Mortgage Pool set forth in the Mortgage Loan Sale Agreement; (x) the Depositor shall have delivered to the Trustee and the NIMS Issuer a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates; (xi) no Subsequent Mortgage Loan shall have an original Loan-to-Value Ratio greater than 100.00% and the weighted average Combined Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into account the inclusion of such Subsequent Mortgage Loans) shall not exceed 90.00%; (xii) each Subsequent Mortgage Loan shall be underwritten substantially in accordance with the applicable originator’s underwriting guidelines; (xiii) the Depositor shall have delivered to the Trustee, the Master Servicer, the Securities Administrator, each Rating Agency and the NIMS Insurer such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Trust Fund on the Transfer Date; (xiv) the Depositor shall have delivered to the Trustee and each Rating Agency a letter from an independent accountant stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics of the Initial Mortgage Loans required in this Section 2.01(b); (xv) as of each Transfer Date, neither the Depositor nor the Seller shall be insolvent, nor will either of them be made insolvent by such transfer; (xvi) the Pre-Funding Period shall not have ended; (xvii) after giving effect to the acquisition of any Subsequent Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a weighted average Mortgage Rate of not more than 100 basis points lower than the weighted average Mortgage Rate of the Initial Mortgage Loans as of the Closing Date; (xviii) the applicable Servicer shall have deposited in the applicable Custodial Account on the Transfer Date all collections in respect of the Subsequent Mortgage Loans received after prior to the Subsequent Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Subsequent Mortgage Loans on or before the related Subsequent Cut-off Date; and , and all other proceeds received in respect of such Subsequent Mortgage Loans, (xixii) Depositor’s rights and obligations under the Depositor shall have delivered to the Master Servicer, the Trustee [________] Agreements and the NIMS Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel [_________] Agreement with respect to corporatethe Subsequent Mortgage Loans, bankruptcyas modified by the related Acknowledgements, ERISA (iii) the pledge, control and tax matters guaranty agreements and the Limited Purpose Surety Bonds relating to the transfer Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Subsequent Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Subsequent Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the applicable Subsequent Transfer Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Subsequent Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on each Subsequent Transfer Date shall be made against payment by the Issuer of the purchase price for the related Subsequent Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to the order of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in the forms substantially similar to those delivered on the Closing Datewriting in a separate letter.