Common use of Transfers of Mortgage Loans at Election of Transferor Clause in Contracts

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were random. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date Date (A) the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds exceeds (B) the greater of the Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomrandom and not materially adverse to the interests of the Noteholders or the Credit Enhancer. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date Date, the Transferor excess of that Adjusted Loan Group Balance of that Loan Group over the Note Principal Balance of the related Class of Notes (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date")) in an amount not in excess of Net Draws at the time. In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their the Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date Date (A) the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds exceeds (B) the greater of the Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Noteholders or the Credit Enhancer were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "“Transfer Date"”). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Principal Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "“Transfer Notice Date"”) before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer Insurer a notice of the proposed transfer that contains a list of the randomly selected Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Interest Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated AmountInterest. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger on its general accounting records to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Class A Noteholders or the Insurer were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer Insurer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Insurance Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer Insurer an Officer's ’s Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date each of the Indenture Trustee and the Seller shall effect delivery to the Transferor of the portion of the Mortgage File in its possession for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's ’s interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, at its election, the Transferor may require cause the Trust to transfer, and the Transferor will accept the transfer of of, Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "“Transfer Date"”). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Principal Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "“Transfer Notice Date"”) before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer Insurer a notice of the proposed transfer that contains a list of the randomly selected Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be limited to the amount of the Transferor Interest on the Transfer Date and permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Interest Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated AmountInterest. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger on its general accounting records to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Class A Noteholders or the Insurer were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer Insurer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer Insurer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Class A Notes without regard to the Insurance Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer Insurer an Officer's ’s Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date each of the Indenture Trustee and the Seller shall effect delivery to the Transferor of the portion of the Mortgage File in its possession for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's ’s interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance Interest (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the is greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amountthan or equal to zero. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that the Transferor reasonably believes are adverse to the interests of the Noteholders or the Credit Enhancer were used by the Transferor in selecting the Mortgage Loans to be removed from the Trust were randomLoans. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the satisfaction of the conditions set forth below, at its election, the Transferor may require cause the Trust to transfer, and the Transferor will accept the transfer of of, Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "“Transfer Date"”). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Principal Balances as of their Transfer Date of the Mortgage Loans transferred. On No later than the fifth Business Day (the "“Transfer Notice Date"”) before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer Insurer a notice of the proposed transfer that contains a list of the randomly selected Mortgage Loans to be transferred. These transfers The aggregate Principal Balance of the Mortgage Loans so transferred on any Transfer Date shall be permitted if limited to the Net Advance Amount and shall be subject to the satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after After giving effect to the removal of the Mortgage Loans proposed to be transferredtransferred on such Transfer Date (a) exceeds the greater of Transferor Interest Principal Balance shall exceed the Minimum Transferor Interest Interest, and (b) the Required Transferor Subordinated O/C Amount shall exceed the Specified O/C Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Revolving Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger on its general accounting records to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant to the Indenture Trustee that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Noteholders or the Insurer were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer Insurer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer Insurer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Insurance Policy. (vii) The Transferor must have held the Transferor Interest for a minimum period of one (1) year prior to initial Transfer Date. (viii) The Transfer Date may occur no more than once per calendar quarter. (ix) The aggregate outstanding Principal Balance of the Mortgage Loans to be transferred to the Transferor on a Transfer Date must exceed $1,000,000. (x) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer Insurer an Officer's ’s Certificate certifying that the items in subparagraphs (i) through (viix), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date each of the Indenture Trustee and the Seller shall effect delivery to the Transferor of the portion of the Mortgage File in its possession for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's ’s interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the related Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.transfer

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer DateTRANSFER DATE"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth [fifth] Business Day (the "Transfer Notice DateTRANSFER NOTICE DATE") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, [and] the Master Servicer[, and the Credit Enhancer Enhancer] a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated AmountInterest. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Noteholders [or the Credit Enhancer] were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency [and the Credit Enhancer Enhancer] shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, [and] the Indenture Trustee[, and the Credit Enhancer Enhancer] that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes [without regard to the Policy]. (vii) The Transferor shall have delivered to the Owner Trustee, [and] the Indenture Trustee[, and the Credit Enhancer Enhancer] an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions set forth below, the Transferor may may, but shall not be obligated to, require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Distribution Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before prior to the Transfer Date designated in the such notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, Servicer and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These Such transfers of Mortgage Loans shall be permitted if upon satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred.; (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal from the Trust of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount.Interest; (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that which with notice or lapse of time or both would constitute a Rapid Amortization Event.; (iv) By On or before the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Mortgages Loans transferred to the Transferor are no longer owned by the Trust.; (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor used to be adverse to the interests of the Investor Certificateholders or the Credit Enhancer were utilized in selecting the Mortgage Loans to be removed from the Trust were random.Trust; (vi) In connection with each the first transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by on or prior to the related Transfer Notice Date notice of the such proposed transfer of Mortgage Loans and, before prior to the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, Trustee and the Credit Enhancer in writing that the such transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes Investor Certificates without regard to the Policy.; (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, Trustee and the Credit Enhancer an Officer's Certificate certifying that the items set forth in subparagraphs (i) through (vi), inclusive, have been performed or are truetrue and correct, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the such Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, set forth therein and shall incur no liability in so relying; and (viii) The Transferor shall have satisfied all requirements with respect to such retransfer which may be imposed by the U.S. Department of Labor after the Closing Date and prior to the date of such retransfer in order to ensure that any administrative exemption from the prohibited transaction rules of ERISA and the related excise tax provisions of Section 4975 of the Code granted by such Department to any underwriter of the Certificates shall continue to apply to the purchase, holding and resale of Certificates by Plans and to the servicing, management or operation of the Trust; provided, however, that the Transferor shall not be required to satisfy such requirements if it obtains an Opinion of Counsel to the effect that such retransfer would not result in a non-exempt prohibited transaction. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery deliver, or cause to be delivered, to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any such other documents prepared by the Transferor as shall be reasonably necessary to transfer the such Mortgage Loans to the Transferor. This Any such transfer of the Trust's right, title and interest in and to Mortgage Loans shall be without recourse, representation, representation or warranty by or of the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were random. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions set forth below, the Transferor may may, but shall not be obligated to, require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Distribution Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before prior to the Transfer Date designated in the such notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, Servicer and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These Such transfers of Mortgage Loans shall be permitted if upon satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred.; (ii) On the Transfer Date the Transferor Principal Balance with respect to the related Loan Group (after giving effect to the removal from such Loan Group of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount.Interest; (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that which with notice or lapse of time or both would constitute a Rapid Amortization Event.; (iv) By On or before the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Mortgages Loans transferred to the Transferor are no longer owned by the Trust.; (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor used to be adverse to the interests of the Investor Certificateholders or the Credit Enhancer were utilized in selecting the Mortgage Loans to be removed from the Trust were random.Trust; (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by on or prior to the related Transfer Notice Date notice of the such proposed transfer of Mortgage Loans and, before prior to the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, Trustee and the Credit Enhancer in writing that the such transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes Investor Certificates without regard to the Policy.; (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, Trustee and the Credit Enhancer an Officer's Certificate certifying that the items set forth in subparagraphs (i) through (vi), inclusive, have been performed or are truetrue and correct, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the such Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, set forth therein and shall incur no liability in so relying; and (viii) The Transferor shall have satisfied all requirements with respect to such retransfer which may be imposed by the U.S. Department of Labor after the Closing Date and prior to the date of such retransfer in order to ensure that any administrative exemption from the prohibited transaction rules of ERISA and the related excise tax provisions of Section 4975 of the Code granted by such Department to any underwriter of the Certificates shall continue to apply to the purchase, holding and resale of Certificates by Plans and to the servicing, management or operation of the Trust; provided, however, that the Transferor shall not be required to satisfy such requirements if it obtains an Opinion of Counsel to the effect that such retransfer would not result in a non-exempt prohibited transaction. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery deliver, or cause to be delivered, to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any such other documents prepared by the Transferor as shall be reasonably necessary to transfer the such Mortgage Loans to the Transferor. This Any such transfer of the Trust's right, title and interest in and to Mortgage Loans shall be without recourse, representation, representation or warranty by or of the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans in a Loan Group from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date"). In connection with any transfer, the related Allocated Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date Date, (A) the Allocated Transferor Principal Balance Interest with respect to the related Loan Group (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds exceeds (B) the greater of the Minimum Transferor Interest and the related Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans from either Loan Group on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require will accept the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "“Transfer Date"”). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Principal Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "“Transfer Notice Date"”) before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer Insurer a notice of the proposed transfer that contains a list of the randomly selected Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be limited to the amount of the Transferor Interest on the Transfer Date and permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date the Transferor Interest Principal Balance (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated AmountInterest. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger on its general accounting records to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor to be adverse to the interests of the Class A Noteholders or the Insurer were used in selecting the Mortgage Loans to be removed from the Trust were randomTrust. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer Insurer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and the Credit Enhancer Insurer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Class A Notes without regard to the Insurance Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer Insurer an Officer's ’s Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date each of the Indenture Trustee and the Seller shall effect delivery to the Transferor of the portion of the Mortgage File in its possession for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's ’s interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions set forth below, the Transferor may may, but shall not be obligated to, require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Distribution Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth [fifth] Business Day (the "Transfer Notice Date") before prior to the Transfer Date designated in the such notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and Servicer[and the Credit Enhancer Enhancer] a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These Such transfers of Mortgage Loans shall be permitted if upon satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred.; (ii) On the Transfer Date the Transferor Principal Balance with respect to the related Loan Group (after giving effect to the removal from such Loan Group of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount.Interest; (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that which with notice or lapse of time or both would constitute a Rapid Amortization Event.; (iv) By On or before the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Mortgages Loans transferred to the Transferor are no longer owned by the Trust.; (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor used to be adverse to the interests of the Investor Certificateholders[or the Credit Enhancer] were utilized in selecting the Mortgage Loans to be removed from the Trust were random.Trust; (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency [and the Credit Enhancer Enhancer] shall have received by on or prior to the related Transfer Notice Date notice of the such proposed transfer of Mortgage Loans and, before prior to the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, and Trustee[and the Credit Enhancer Enhancer] in writing that the such transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes Investor Certificates [without regard to the Policy.]; (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and Trustee[and the Credit Enhancer Enhancer] an Officer's Certificate certifying that the items set forth in subparagraphs (i) through (vi), inclusive, have been performed or are truetrue and correct, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the such Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, set forth therein and shall incur no liability in so relying; and (viii) The Transferor shall have satisfied all requirements with respect to such retransfer which may be imposed by the U.S. Department of Labor after the Closing Date and prior to the date of such retransfer in order to ensure that any administrative exemption from the prohibited transaction rules of ERISA and the related excise tax provisions of Section 4975 of the Code granted by such Department to any underwriter of the Certificates shall continue to apply to the purchase, holding and resale of Certificates by Plans and to the servicing, management or operation of the Trust; provided, however, that the Transferor shall not be required to satisfy such requirements if it obtains an Opinion of Counsel to the effect that such retransfer would not result in a non-exempt prohibited transaction. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery deliver, or cause to be delivered, to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any such other documents prepared by the Transferor as shall be reasonably necessary to transfer the such Mortgage Loans to the Transferor. This Any such transfer of the Trust's right, title and interest in and to Mortgage Loans shall be without recourse, representation, representation or warranty by or of the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions set forth below, the Transferor may may, but shall not be obligated to, require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Distribution Date (the "Transfer Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before prior to the Transfer Date designated in the such notice, the Transferor Trans- feror shall give the Owner Trustee, the Indenture Trustee, Trustee and the Master Servicer, and the Credit Enhancer Servicer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These Such transfers of Mortgage Loans shall be permitted if upon satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred.; (ii) On the Transfer Notice Date the Transferor Principal Balance (after giving effect to the removal from the Trust of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount.Interest; (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that which with notice or lapse of time or both would constitute a Rapid Amortization Event.; (iv) By On or before the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Mortgages Loans transferred to the Transferor are no longer owned by the Trust.; (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor used Trans- feror to be adverse to the interests of the Investor Certif- icateholders [or the Credit Enhancer] were utilized in selecting the Mortgage Loans to be removed from the Trust were random.Trust; (vi) In connection with each the first transfer of Mortgage Loans pursuant to this Section, each Rating Agency [and the Credit Enhancer Enhancer] shall have received by on or prior to the related Transfer Notice Date notice of the such proposed transfer of Mortgage Loans and, before prior to the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, Trustee [and the Credit Enhancer Enhancer] in writing that the such transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes Investor Certificates without regard to the Policy.; (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, Trustee [and the Credit Enhancer Enhancer] an Officer's Certificate certifying that the items set forth in subparagraphs (i) through (vi), inclusive, have been performed or are truetrue and correct, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the such Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, set forth therein and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery deliver, or cause to be delivered, to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any such other documents prepared by the Transferor as shall be reasonably necessary to transfer the such Mortgage Loans to the Transferor. This Any such transfer of the Trust's right, title and interest in and to Mortgage Loans shall be without recourse, representation, representation or warranty by or of the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions below, the Transferor may require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Date (the "Transfer Date")) in an amount not in excess of Net Draws at the time. In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their the Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before the Transfer Date designated in the notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These transfers of Mortgage Loans shall be permitted if the following conditions are satisfied: (i) No Rapid Amortization Event has occurred. (ii) On the Transfer Date Date (A) the Transferor Principal Balance Interest (after giving effect to the removal of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and exceeds (B) the Required Transferor Subordinated Amount. (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that with notice or lapse of time or both would constitute a Rapid Amortization Event. (iv) By the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Loans transferred to the Transferor are no longer owned by the Trust. (v) The Transferor shall represent and warrant that the selection procedures that the Transferor used in selecting the Mortgage Loans to be removed from the Trust were randomselected randomly. (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by the related Transfer Notice Date notice of the proposed transfer of Mortgage Loans and, before the Transfer Date, each Rating Agency shall have notified in writing the Transferor, the Indenture Trustee, and the Credit Enhancer that the transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes without regard to the Policy. (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, and the Credit Enhancer an Officer's Certificate certifying that the items in subparagraphs (i) through (vi), inclusive, have been performed or are true, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, and shall incur no liability in so relying. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any other documents prepared by the Transferor reasonably necessary to transfer the Mortgage Loans to the Transferor. This transfer of the Trust's interest in Mortgage Loans shall be without recourse, representation, or warranty by the Indenture Trustee or the Trust to the Transferor.

Transfers of Mortgage Loans at Election of Transferor. Subject to the conditions set forth below, the Transferor may may, but shall not be obligated to, require the transfer of Mortgage Loans from the Trust to the Transferor as of the close of business on a Payment Distribution Date (the "Transfer -------- Date"). In connection with any transfer, the Transferor Interest shall be reduced by the aggregate Asset Balances as of their Transfer Date of the Mortgage Loans transferred. On the fifth Business Day (the "Transfer Notice Date") before prior to the ---- -------------------- Transfer Date designated in the such notice, the Transferor shall give the Owner Trustee, the Indenture Trustee, the Master Servicer, Servicer and the Credit Enhancer a notice of the proposed transfer that contains a list of the Mortgage Loans to be transferred. These Such transfers of Mortgage Loans shall be permitted if upon satisfaction of the following conditions are satisfiedconditions: (i) No Rapid Amortization Event has occurred.; (ii) On the Transfer Date the Transferor Principal Balance with respect to the related Loan Group (after giving effect to the removal from such Loan Group of the Mortgage Loans proposed to be transferred) exceeds the greater of the Minimum Transferor Interest and the Required Transferor Subordinated Amount.Interest; (iii) The transfer of any Mortgage Loans on any Transfer Date during the Managed Amortization Period shall not, in the reasonable belief of the Transferor, cause a Rapid Amortization Event to occur or an event that which with notice or lapse of time or both would constitute a Rapid Amortization Event.; (iv) By On or before the Transfer Date, the Transferor shall have delivered to the Indenture Trustee a revised Mortgage Loan Schedule, reflecting the proposed transfer and the Transfer Date, and the Master Servicer shall have marked the Electronic Ledger to show that the Mortgage Mortgages Loans transferred to the Transferor are no longer owned by the Trust.; (v) The Transferor shall represent and warrant that the no selection procedures that reasonably believed by the Transferor used to be adverse to the interests of the Investor Certificateholders or the Credit Enhancer were utilized in selecting the Mortgage Loans to be removed from the Trust were random.Trust; (vi) In connection with each transfer of Mortgage Loans pursuant to this Section, each Rating Agency and the Credit Enhancer shall have received by on or prior to the related Transfer Notice Date notice of the such proposed transfer of Mortgage Loans and, before prior to the Transfer Date, each Rating Agency shall have notified the Transferor, the Indenture Trustee, Trustee and the Credit Enhancer in writing that the such transfer of Mortgage Loans would not result in a reduction or withdrawal of its then current rating of the Notes Investor Certificates without regard to the Policy.; (vii) The Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, Trustee and the Credit Enhancer an Officer's Certificate certifying that the items set forth in subparagraphs (i) through (vi), inclusive, have been performed or are truetrue and correct, as the case may be. The Owner Trustee and the Indenture Trustee may conclusively rely on the such Officer's Certificate, shall have no duty to make inquiries with regard to the matters in it, set forth therein and shall incur no liability in so relying; and (viii) The Transferor shall have satisfied all requirements with respect to such retransfer which may be imposed by the U.S. Department of Labor after the Closing Date and prior to the date of such retransfer in order to ensure that any administrative exemption from the prohibited transaction rules of ERISA and the related excise tax provisions of Section 4975 of the Code granted by such Department to any underwriter of the Certificates shall continue to apply to the purchase, holding and resale of Certificates by Plans and to the servicing, management or operation of the Trust; provided, however, that the Transferor shall not -------- ------- be required to satisfy such requirements if it -------- ------- obtains an Opinion of Counsel to the effect that such retransfer would not result in a non-exempt prohibited transaction. Upon receiving the requisite information from the Transferor, the Master Servicer shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above conditions, on the Transfer Date the Indenture Trustee shall effect delivery deliver, or cause to be delivered, to the Transferor the Mortgage File for each Mortgage Loan being so transferred, and the Indenture Trustee shall execute and deliver to the Transferor any such other documents prepared by the Transferor as shall be reasonably necessary to transfer the such Mortgage Loans to the Transferor. This Any such transfer of the Trust's right, title and interest in and to Mortgage Loans shall be without recourse, representation, representation or warranty by or of the Indenture Trustee or the Trust to the Transferor.