Common use of Subsequent Transfers Clause in Contracts

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of the aggregate Scheduled Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust AdministratorTrustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the Subsequent related Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent related Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of both the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller and the Depositor shall have provided the Servicer, the Indenture TrusteeCertificate Insurer, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Depositor or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates without regard to the Certificate Insurance Policy; (ii) The Seller and the Depositor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent related Cut-off Date; (iv) As of each Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, neither the Seller nor the Depositor will not be made insolvent by such transfer and neither the Seller nor the Depositor is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller and the Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Original Pre-Funding Account as of the Closing DateFunded Amount; (xix) The conditions specified in Exhibit J S hereto shall be met; and; (xix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J S hereto; and (xi) The Certificate Insurer shall have given written approval to the addition of the Subsequent Mortgage Loans. (c) Each party hereto The Seller, the Depositor, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Accounts (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 2. (d) The Trustee shall contribute from the Pre-Funding Accounts funds in an amount equal to the aggregate Cut-Off Date. On or before each off Date Principal Balance of the Subsequent Transfer Date, Mortgage Loans so transferred to the Seller shall deliver to, and deposit with Trust Fund to purchase the Indenture Trustee or the Custodian Subsequent Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, execution and delivery of the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(b) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of on the Subsequent Transfer Agreement Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making the calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent characteristics for each Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans Loan made will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account taken as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of related Cut-off Date for the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan: Variation

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below this Article II and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Indenture Trustee's delivery, on behalf of the TrustGrantor Trustee, on the related each Subsequent Transfer Date to or upon the order of the Seller Transferor, of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, (i) the Seller Transferor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustGrantor Trustee, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) listed on the related Scheduled Principal Balance as Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on in the related Subsequent Mortgage Loan Schedule attached thereto Transfer Agreement shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller Transferor to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase AgreementGrantor Trustee. If the assignment and transfer of the Mortgage Subsequent Loans and the other property specified in this Section 2.04 2.07 (a) from the Seller Transferor to the Depositor and by the Depositor to the Trust Grantor Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller Transferor shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Grantor Trustee as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of the Depositor Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Grantor Trustee pursuant to this Section 2.04 2.07(a) and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released to the Transferor from the Pre-Funding Account shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansDate so transferred. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian Trustee, on behalf of the Indenture Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable related Subsequent Transfer Date: (i) The Seller the Transferor shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less no fewer than two Business Days prior to the applicable related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Grantor Trustee and the aggregate Scheduled Principal Balance Balances of such Mortgage Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date provided written confirmation that the inclusion purchase of such Subsequent Mortgage Loans will not result in the downgrade a downgrade, withdrawal or withdrawal qualification of the ratings assigned to then in effect for the Offered CertificatesOutstanding Notes; (ii) The Seller the Transferor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued and due after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-off DateOff Date Deposit; (iviii) As the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Seller Transferor was not insolvent, the Seller will would not be made insolvent by such transfer and the Seller is was not aware of any pending insolvency; (viv) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The the Pre-Funding Period shall not have terminatedended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have provided been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the Indenture applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Trust Administrator, Home Loans included in the Depositor Pool must have a weighted average interest rate and the Rating Agencies with an Opinion a weighted average remaining term to maturity as of Counsel relating each respective Cut-Off Date comparable to the sale (i.e., “True Sale Opinion”) those of the Subsequent Mortgage Initial Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered included in the opinions delivered on the Closing Dateinitial Pool; (viii) The Depositor shall have provided in connection with the Indenture Trustee, the Trust Administrator transfer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) assignment of the Subsequent Mortgage Loans from the Depositor to the TrustLoans, the enforceability of Transferor shall satisfy the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered document delivery requirements set forth in the opinions delivered on the Closing Date;Section 2.05 hereof; and (ix) The aggregate Scheduled Principal Balance each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Mortgage Loans does not exceed Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount deposited and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On Indenture Trustee from the last Subsequent Transfer DatePre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Trust Administrator Transferor shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect immediately repay such amounts to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansIndenture Trustee.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the related Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of If the aggregate Scheduled Principal Balance assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer DateDate a perfected, first priority security interest in the Seller shall deliver toentire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and deposit with (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from a Pre-Funding Account by the Indenture Trustee or pursuant to this Section 2.09 shall be the Custodian aggregate Cut-off Date Principal Balance of the related Subsequent Mortgage Loans so transferred to the Trust Fund. (d) The Trustee shall contribute from a Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the related Subsequent Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date that Agreement or conveyance of the inclusion of such related Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of any of the ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including in a Loan Group held in the Subsequent Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall Loan made will be deemed to refer to the Subsequent Mortgage Loans and references to the Initial taken as of related Cut-Off off Date or for the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan:

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust AdministratorTrustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the Subsequent related Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent related Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of both the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller and the Depositor shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Depositor or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will would not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller and the Depositor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent related Cut-off Date; (iv) As of each Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, neither the Seller nor the Depositor will not be made insolvent by such transfer and neither the Seller nor the Depositor is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller and the Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Trustee and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Original Pre-Funding Account as of the Closing DateFunded Amount; (xix) The conditions specified in Exhibit J S hereto shall be met; and (xix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J S hereto. (c) Each party hereto The Seller, the Depositor, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.08 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.08 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.08 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.08(a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided Opinions of Counsel addressed to the Servicer, Rating Agencies and the Indenture Trustee, underwriters with respect to the Depositor, sale of the Trust Administrator, Subsequent Mortgage Loans conveyed on the Master Servicer, Subsequent Transfer Date (the Subservicer and opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date and shall designate Agreement or conveyance of the related Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.08(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the Certificateholders; (vi) no Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the Seller was characteristics of the Mortgage Loans held in the Trust Fund listed below will not insolventvary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the Seller characteristics for each Mortgage Loan made will not be made insolvent by such transfer and taken as of related Cut-off Date for the Seller is not aware of any pending insolvency; Mortgage Loan: Variance Weighted Average Coupon:......,....................... (v+/-0.10%) Such addition will not result in a material adverse tax consequence to any Noteholder; Weighted Average Maturity:............................ (vi+/-2 months) The PreWeighted Average Combined Loan-Funding Period shall not have terminated; to-Value Ratio:........ (vii+0.70%) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Weighted Average FICO Score:.......................... (-5 points) Balloon Loans:........................................ (+0.01%) Maximum Principal Balance:............................ (+10.00%) State Concentration:.................................. (+1.01%) Zip Code Concentration:............................... (+2.00%) Non-Owner Occupied:................................... (+2.00%) Second Liens:......................................... N/A Manufactured Housing:................................. (+2.00%) Loans with an Opinion of Counsel relating to the sale Loan-to-Value ratio greater than 80%:...... (i.e., “True Sale Opinion”+2.00%) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; Multifamily Loans:.................................... (viii+2.00%) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale Purchased Loans:...................................... (i.e., “True Sale Opinion”-3.00%) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Investor Properties:.................................. (+2.00%) Second Home Properties:............................... (+2.00%)] (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified delivery to the Trustee and the underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J hereto shall be metthe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xi) On delivery to the last Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (e) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. If the Trustee releases any amounts from the Pre-Funding Account or the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent account retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of the Mortgage Loans (including Loans, following the acquisition of the related Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections so that the characteristics of the Mortgage Loans conform to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.characteristics identified in Section 2.08(d). ARTICLE THREE

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Accounts (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or before each Subsequent Mortgage Loan received by the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 2. (d) The Trustee shall contribute from the Pre-Funding Accounts funds in an amount equal to the aggregate Cut-Off Date. On or before each off Date Principal Balance of the Subsequent Transfer Date, Mortgage Loans so transferred to the Seller shall deliver to, and deposit with Trust Fund to purchase the Indenture Trustee or the Custodian Subsequent Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, execution and delivery of the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of on the Subsequent Transfer Agreement Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making the calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) characteristics for each Mortgage Loan made will be taken as of the Subsequent related Cut-off Date for the Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Loan: Loan Group 1: Variation Loan Weighted Average Coupon:.................. -0.01% Weighted Average Maturity...................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:. + 0.61% Weighted Average FICO Score.................... -5 points Balloon Loans:................................. + 0.01% Maximum Principal Balance...................... + 2.00% State Concentration:........................... + 1.01% Zip Code Concentration:........................ + 2.00% Non-Owner Occupied:............................ + 0.71% II-14 Second Liens:.................................. + 0.11% Manufactured Housing:.......................... + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:.................. - 0.01% Weighted Average Maturity...................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:. + 0.34% Weighted Average FICO Score.................... -5 points Performance Loans:............................. + 0.00% Maximum Principal Balance...................... + $0.00 State Concentration:........................... + 1.00% Zip Code Concentration:........................ + 2.00% Non-Owner Occupied:............................ + 0.24% First Liens:................................... + 0.00% Manufactured Housing:.......................... + 0.02% (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, Trustee from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of each Loan Group, following the Mortgage Loans (including acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (xi) delivery to the Trustee of an Opinion of Counsel, satisfy which Opinion of Counsel shall not be at the parameters set forth expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J heretothe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xii) delivery to the Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (ce) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to Date and on the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing related Distribution Date, as applicable, the Seller shall be deemed to refer to determine (i) the applicable related Subsequent Cutamount and correct dispositions of the funds distributed from the Capitalized Interest Accounts and the Pre-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Funding Accounts and

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of the aggregate Scheduled Stated Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Servicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer Servicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesNotes; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Servicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the SellerSeller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and; (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuing Entity shall have provided the Indenture Trustee, the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriters with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers receivable by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of the aggregate Scheduled Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred after the related Cut-off Date and all interest and principal payments on such each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the related Depositor on or with respect to each Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent related Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer Date and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor all interest and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered principal payments on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.each

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below this Article II and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Indenture Trustee's delivery, on behalf of the TrustGrantor Trustee, on the related each Subsequent Transfer Date to or upon the order of the Seller Transferor, of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, (i) the Seller Transferor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustGrantor Trustee, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) listed on the related Scheduled Principal Balance as Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on in the related Subsequent Mortgage Loan Schedule attached thereto Transfer Agreement shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller Transferor to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase AgreementGrantor Trustee. If the assignment and transfer of the Mortgage Subsequent Loans and the other property specified in this Section 2.04 2.07 (a) from the Seller Transferor to the Depositor and by the Depositor to the Trust Grantor Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller Transferor shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Grantor Trustee as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of the Depositor Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Grantor Trustee pursuant to this Section 2.04 2.07(a) and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released to the Transferor from the Pre-Funding Account shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansDate so transferred. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian Trustee, on behalf of the Indenture Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable related Subsequent Transfer Date: (i) The Seller the Transferor shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less no fewer than two Business Days prior to the applicable related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Grantor Trustee and the aggregate Scheduled Principal Balance Balances of such Mortgage Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date provided written confirmation that the inclusion purchase of such Subsequent Mortgage Loans will not result in the downgrade a downgrade, withdrawal or withdrawal qualification of the ratings assigned to then in effect for the Offered CertificatesOutstanding Notes; (ii) The Seller the Transferor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued and due after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-off DateOff Date Deposit; (iviii) As the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Subsequent Transfer Date, the Seller Transferor was not insolvent, the Seller will would not be made insolvent by such transfer and the Seller is was not aware of any pending insolvency; (viv) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The the Pre-Funding Period shall not have terminatedended; (v) the Transferor shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have provided been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the Indenture applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than April 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, and (IX) following the purchase of such Subsequent Loans by the Grantor Trustee, the Trust Administrator, Home Loans included in the Depositor Pool must have a weighted average interest rate and the Rating Agencies with an Opinion a weighted average remaining term to maturity as of Counsel relating each respective Cut-Off Date comparable to the sale (i.e., “True Sale Opinion”) those of the Subsequent Mortgage Initial Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered included in the opinions delivered on the Closing Dateinitial Pool; (viii) The Depositor shall have provided in connection with the Indenture Trustee, the Trust Administrator transfer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) assignment of the Subsequent Mortgage Loans from the Depositor to the TrustLoans, the enforceability of Transferor shall satisfy the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered document delivery requirements set forth in the opinions delivered on the Closing Date;Section 2.05 hereof; and (ix) The aggregate Scheduled Principal Balance each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Mortgage Loans does not exceed Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount deposited and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On Indenture Trustee from the last Subsequent Transfer DatePre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Trust Administrator Transferor shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect immediately repay such amounts to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansIndenture Trustee.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or before each Subsequent Mortgage Loan received by the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans as of so transferred to the Trust Fund to purchase the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, execution and delivery of the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of on the Subsequent Transfer Agreement Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making the calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent characteristics for each Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans Loan made will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account taken as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of related Cut-off Date for the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan: Loan Group 1: Variation

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided Each Loan Group satisfies the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified parameters set forth in Exhibit J hereto shall be metQ hereto; and (xiix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans)) in Loan Group F or Loan Group A, as applicable, satisfy the parameters conditions set forth in Exhibit J Q hereto. (c) Each party hereto The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below and pursuant to the terms of each the Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Closing Date to or upon the order of the Seller of all or a portion of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Subsequent Transfer AgreementMortgage Loan Schedule delivered by the Seller on the Closing Date, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off DatePrincipal Balance; (ii) all collections in respect of interest and principal received after the Subsequent related Cut-Off Date (other than principal and payments in respect of accrued interest due on or before such Subsequent Cut-off DateMarch 15, 1997); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer the Closing Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Closing Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Rating Agencies and the Rating Agencies Certificate Insurer with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesLoans; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the Subsequent related Cut-off DateOff Date (other than payments in respect of accrued interest due on or before March 15, 1997); (iv) As of each Subsequent Transfer the Closing Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Rating Agencies and the Rating Agencies Certificate Insurer with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of any REMIC as a REMIC; (vii) Following the Notes, which matters may be covered in purchase of such Subsequent Mortgage Loan by the opinions delivered Trust on the Closing Date;, the Loan Group 1 Mortgage Loans (including such Subsequent Mortgage Loan) as of the related Cut-Off Date: (a) will have a weighted average Loan Rate of at least 11.40%; (b) will have a weighted average remaining term to stated maturity of not less than 229 months; (c) will have a weighted average Combined Loan- to-Value Ratio of not more than 71.00% and Mortgage Loans with a Combined Loan-to-Value Ratio greater than 80% shall not comprise of more than 15%; (d) will not have more than 44% by aggregate Principal Balance Balloon Loans; (e) will have no Mortgage Loan with a principal balance in excess of $380,000; (f) will have a state concentration not in excess of 52% for any one state; (g) will have not more than 2.0% by aggregate Principal Balance Mortgage Loans concentrated in any single zip code; (h) will have not more than 15.2% by aggregate Principal Balance Mortgage Loans relating to non- owner occupied properties; (i) will not include Mortgage Loans in excess of 10.00% by aggregate Principal Balance secured by Mortgaged Properties in second lien positions; (j) will not have more than 1.20% by aggregate Principal Balance Mortgage Loans secured by Mortgaged Properties which are high rise condominiums; (k) will not have more than 4.25% by aggregate Principal Balance of Mortgage Loans secured by Mortgaged Properties which are multi-use homes; (l) will not have more than 4.25% by aggregate Principal Balance Mortgage Loans secured by Mortgaged Properties which are multi family homes; (m) will not have more than 21% and 6% by aggregate Principal Balance Mortgage Loans with a loan class of C and D, respectively; (n) will have at least 43% by aggregate Principal Balance Mortgage Loans with a loan class of A; (o) will not be more than 59 days delinquent; (p) will not have more than 40% by aggregate Principal Balance Mortgage Loans concentrated in the New York counties of Kings, Queens, Nassau and Suffolk; and (q) the Mortgage Loans must be a fully amortizing loan with level payments over 15 or 30 years, or a loan with a 15-year balloon maturity. (viii) Following the purchase of such Subsequent Mortgage Loan by the Trust on the Closing Date, the Loan Group 2 Mortgage Loans (including such Subsequent Mortgage Loan) as of the related Cut-Off Date: (a) will have a weighted average Loan Rate of at least 10.70%; (b) will have a weighted average remaining term to stated maturity of not less than 358 months; (c) will have a weighted average Combined Loan- to-Value Ratio of not more than 76% and Mortgage Loans with Combined Loan-to-Value Ratios of more than 80% shall comprise of no more than 21%; (d) will have no Mortgage Loan with a principal balance in excess of $425,000; (f) will have a New York concentration not in excess of 21.5%; (g) will have not more than 1.5% by aggregate Principal Balance Mortgage Loans concentrated in any single zip code; (h) will have not more than 11.00% by aggregate Principal Balance Mortgage Loans relating to non-owner occupied properties; (i) will include no Mortgage Loans secured by Mortgaged Properties in a junior lien positions; (j) will be fully amortizing Mortgage Loans with level payments over a maximum of 30 years; (k) will not have more than 2.7% by aggregate Principal Balance of Mortgage Loans secured by Mortgaged Properties which are high rise condominiums, multi-use or multi family homes; (l) will not have more than 22.10% and 2.80% by aggregate Principal Balance Mortgage Loans with a loan class of C and D, respectively; (m) will have at least 46% by aggregate Principal Balance Mortgage Loans with a loan class of A; (n) will not be more than 59 days delinquent; and (o) will not have more than 14% by aggregate Principal Balance Mortgage Loans concentrated in the New York counties of Kings, Queens, Nassau and Suffolk. (ix) The aggregate Scheduled Principal Balance Following the purchase of such Subsequent Mortgage Loan by the Trust on the Closing Date, such Subsequent Mortgage Loans does shall be secured by a mortgage on property which, at the time of the origination of such Subsequent Mortgage Loan, has an appraised value of not exceed more than $1,000,000; and the first payment on each such Subsequent Mortgage Loan is due no later than the last day of the Due Period in which the purchase occurs, unless there is deposited into the Collection Account an amount deposited equal to 30 days' interest on any such Subsequent Mortgage Loans at the Loan Rate less the applicable Servicing Fee Rate, then the first payment on such Subsequent Mortgage Loan is due no later than the last day of the Due Period following the Due Period in which the Pre-Funding Account as of purchase occurs. On the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and parties to this Agreement shall, if reasonably requested by the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including Certificate Insurer, if the Subsequent Mortgage Loans), satisfy in the parameters aggregate, do not comply in all material respects with the conditions specified in Section 2.13, amend the definition of "Specified O/C Amount" for the purpose of increasing the Specified O/C Amount or amend this Agreement to provide for the establishment and funding of a reserve account; provided, however, that any such amendment must comply with the provisions of Section 11.01, including, without limitation, any requirement for Certificateholder consent set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Datetherein. References in Notice of such Sections to the Initial Mortgage Loans change or Mortgage Loans amendment shall be deemed given to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loanseach Rating Agency.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below this Article II and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Indenture Trustee's delivery, on behalf of the TrustGrantor Trustee, on the related each Subsequent Transfer Date to or upon the order of the Seller Transferor, of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, (i) the Seller Transferor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustGrantor Trustee, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) listed on the related Scheduled Principal Balance as Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on in the related Subsequent Mortgage Loan Schedule attached thereto Transfer Agreement shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller Transferor to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase AgreementGrantor Trustee. If the assignment and transfer of the Mortgage Subsequent Loans and the other property specified in this Section 2.04 2.07 (a) from the Seller Transferor to the Depositor and by the Depositor to the Trust Grantor Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller Transferor shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Grantor Trustee as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of the Depositor Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Grantor Trustee pursuant to this Section 2.04 2.07(a) and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released to the Transferor from the Pre-Funding Account shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansDate so transferred. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian Trustee, on behalf of the Indenture Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable related Subsequent Transfer Date: (i) The Seller the Transferor shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less no fewer than two Business Days prior to the applicable related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Grantor Trustee and the aggregate Scheduled Principal Balance Balances of such Mortgage Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date provided written confirmation that the inclusion purchase of such Subsequent Mortgage Loans will not result in the downgrade a downgrade, withdrawal or withdrawal qualification of the ratings assigned to then in effect for the Offered CertificatesOutstanding Notes; (ii) The Seller the Transferor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued and due after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-off DateOff Date Deposit; (iviii) As the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee confirming that, as of each Subsequent Transfer Date, the Seller Transferor was not insolvent, the Seller will would not be made insolvent by such transfer and the Seller is was not aware of any pending insolvency; (viv) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The the Pre-Funding Period shall not have terminatedended; (v) the Transferor shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have provided been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the Indenture applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than June 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 10.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, and (IX) following the purchase of such Subsequent Loans by the Grantor Trustee, the Trust Administrator, Home Loans included in the Depositor Pool must have a weighted average interest rate and the Rating Agencies with an Opinion a weighted average remaining term to maturity as of Counsel relating each respective Cut-Off Date comparable to the sale (i.e., “True Sale Opinion”) those of the Subsequent Mortgage Initial Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered included in the opinions delivered on the Closing Dateinitial Pool; (viii) The Depositor shall have provided in connection with the Indenture Trustee, the Trust Administrator transfer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) assignment of the Subsequent Mortgage Loans from the Depositor to the TrustLoans, the enforceability of Transferor shall satisfy the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered document delivery requirements set forth in the opinions delivered on the Closing Date;Section 2.05 hereof; and (ix) The aggregate Scheduled Principal Balance each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Mortgage Loans does not exceed Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount deposited and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On Indenture Trustee from the last Subsequent Transfer DatePre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Trust Administrator Transferor shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect immediately repay such amounts to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansIndenture Trustee.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below this Article II and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller Transferor of all or a portion of the purchase price thereforbalance of funds in the related Pre-Funding Account, (i) the Seller Transferor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Mortgage Loan Schedule delivered by the Transferor on such Subsequent Transfer AgreementDate and all other assets included or to be included in the Trust Fund in connection with each Subsequent Mortgage Loan for the benefit of the Certificateholders and the Certificate Insurer, including (i) all payments of prepayment penalties and principal received in respect of the Mortgage Loans after the related Scheduled Principal Balance as Cut-Off Date, all payments of interest and principal due in respect of the Subsequent Mortgage Loans (including prepaid monthly payments) from and after the Cut-Off Date, irrespective of when received, and all interest paid or received on the Mortgage Loans prior to the Cut-Off Date but relating to any period after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) any real property which that secured such Subsequent Mortgage Loan and which that has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) all of its interest in any insurance policies in respect of such Subsequent Mortgage Loan; (iv) the Trustee's Mortgage Loan File and the Servicer's Mortgage Loan File with respect to such Subsequent Mortgage Loans; (v) the Transferor's rights, title and interest (but none of the obligations) under the Purchase Agreement; and (vi) all proceeds of any of the foregoing. The transfers transfer by the Seller Transferor to the Depositor and by the Depositor to the Trust Trustee of the Subsequent Mortgage Loans set forth on in the related Subsequent Mortgage Loan Schedule attached thereto Transfer Agreement shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller Transferor to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described Trustee in Section 8.7 consideration of the Mortgage Loan Purchase Agreementfunds released from the related Pre-Funding Account. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.7(a) from the Seller Transferor to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller Transferor shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of the Depositor Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.7(a) and all proceeds thereof to secure a loan in the amount of the purchase price of such Subsequent Mortgage Loan, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released to the Transferor from the related Pre-Funding Account shall be one hundred Percent percent (100%) of the aggregate Scheduled of the Principal Balance Balances of the Subsequent Mortgage Loans as so transferred. The parties hereto intend that the Subsequent Mortgage Loans be purchased pursuant to a "fixed price contract" in effect on the Startup Day in compliance with Section 860G(a)(3)(A)(ii) of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansCode. (b) The Seller Trustee shall transfer and deliver release from the related Pre-Funding Account funds in an amount equal to the Indenture Trustee or the Custodian on behalf one hundred percent (100%) of the Indenture Trustee aggregate Principal Balances as of the related Cut-Off Date or Dates of the Subsequent Mortgage Loans and the other property and rights related thereto so transferred as described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable related Subsequent Transfer DateDates: (i) The Seller the Transferor shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two four (4) Business Days prior to the applicable related Subsequent Transfer Date and Date, shall designate the Subsequent Mortgage Loans to be sold to the Trust Trustee and the aggregate Scheduled Principal Balance Balances of such Mortgage Loans and as of the Rating Agencies related Cut-Off Date or Dates, shall have informed include a Mortgage Loan Schedule listing the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in and shall have provided any other information reasonably requested by the downgrade Certificate Insurer, the Trustee or withdrawal of the ratings assigned to the Offered CertificatesRating Agencies; (ii) The Seller the Transferor shall have delivered deposited in the Collection Account all payments of prepayment penalties and principal received in respect of the Subsequent Mortgage Loans after the related Cut-Off Date, all payments of interest and principal due in respect of the Subsequent Mortgage Loans (including prepaid monthly payments) from and after the Cut-Off Date, irrespective of when received, and all interest paid or received on the Subsequent Mortgage Loans prior to the Indenture TrusteeCut-Off Date but relating to any period after the Cut-Off Date, together with an amount equal to one month's interest at the Depositor, related Mortgage Loan Interest Rate on the Trust Administrator, Principal Balance of such Subsequent Mortgage Loan unless such Subsequent Mortgage Loan has its next payment due prior to the Master Servicer, end of the Subservicer and Due Period in which the Servicer a duly executed related Subsequent Transfer Agreement in substantially the form of Exhibit IDate occurs; (iii) The Seller the Transferor shall have delivered an Officer's Certificate to the Trust Administrator for deposit in Trustee and the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As Certificate Insurer confirming that as of each Subsequent Transfer Date, the Seller Transferor was not insolvent, the Seller nor will not it be made insolvent by such transfer and the Seller transfer, nor is not it aware of any pending insolvency; (viv) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The the related Pre-Funding Period shall not have terminatedended; (v) the Transferor shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Trustee and the Certificate Insurer confirming that the representations and warranties of the Transferor pursuant to Section 3.4 (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans in the aggregate) and pursuant to Section 3.2 are true and correct with respect to the Transferor and the Subsequent Mortgage Loans, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Transferor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Trustee and the Rating Agencies Certificate Insurer with an Opinion Opinions of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor Trustee substantially in the form of the Opinions of Counsel delivered to the Trustee and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered Certificate Insurer on the Closing DateDate (bankruptcy, corporate and tax opinions); (viii) The Depositor the Transferor shall have provided delivered an Officer's Certificate to the Indenture Trustee, the Trust Administrator Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating Depositor indicating (a) the Certificate Insurer has consented to the sale (i.e., “True Sale Opinion”) purchase of the Subsequent Mortgage Loans from and (b) the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect conform to the tax status of the Notes, which matters may be covered requirements in the opinions delivered on the Closing DateSection 2.7(d); (ix) The aggregate Scheduled Principal Balance in connection with the transfer and assignment of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), the Transferor shall satisfy the parameters document delivery requirements set forth in Exhibit J heretoSection 2.5. (c) Each party hereto In connection with each Subsequent Transfer Date and on the related Distribution Date, the Trustee shall comply determine (i) the amount and correct dispositions of the Capitalized Interest Requirements and Pre-Funding Account Earnings for such Distribution Date in accordance with their respective obligations set forth the provisions of this Agreement and (ii) any other necessary matters in Sections 2.01connection with the administration of the Pre-Funding Accounts and of the Capitalized Interest Accounts. In the event that any amounts are released as a result of calculation error by the Trustee from the Pre-Funding Accounts or from the Capitalized Interest Accounts, 2.02the Trustee shall not be liable therefor, 3.01and the Transferor shall immediately repay such amounts to the Trustee. (d) The Obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements, 3.02 the satisfaction of which shall be the responsibility of Life and 3.03 the Transferor: (i) such Subsequent Mortgage Loan shall not be 30 or more days delinquent as of the related Cut-Off Date, (ii) the weighted average combined LTV of the Subsequent Mortgage Loans shall not exceed 77.22% with respect to Fixed Rate Pool and 78.76% with respect to the Subsequent Adjustable Rate Pool, (iii) the weighted average Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to Loan Interest Rate of the Subsequent Mortgage Loans and references shall not be less than 9.72% with respect to the Initial Cut-Off Date Fixed Rate Pool and 9.32% with respect to the Adjustable Rate Pool, (iv) the weighted average Gross Margin of the Subsequent Mortgage Loans that are Adjustable Rate Mortgage Loans shall not be less than 5.64%, (v) the percentage of the Subsequent Mortgage Loans that are "AX" classified loans (according to the Underwriting Guidelines) shall not be less than 66.22% with respect to the Fixed Rate Pool and 64.92% with respect to the Adjustable Rate Pool, (vi) the percentage of Subsequent Mortgage Loans that are "A-" classified loans (according to the Underwriting Guidelines) shall not be less than 12.06% with respect to the Fixed Rate Pool and 14.85% with respect to the Adjustable Rate Pool, (vii) the percentage of Subsequent Mortgage Loans that are "B" classified loans (according to the Underwriting Guidelines) shall not be greater than 12.94% with respect to the Fixed Rate Pool and 14.19% with respect to the Adjustable Rate Pool, (viii) the percentage of Subsequent Mortgage Loans that are "C" or "CX" classified loans (according to the Closing DateUnderwriting Guidelines) shall not be greater than 5.80% with respect to the Fixed Rate Pool and 5.84% with respect to the Adjustable Rate Pool, as applicable(ix) Subsequent Mortgage Loans which are secured by primary residences shall not be less than 92.92% with respect to the Fixed Rate Pool and 93.68% with respect to the Adjustable Rate Pool, (x) Subsequent Mortgage Loans which are secured by single family detach properties shall not be less than 88.18% with respect to the Fixed Rate Pool and 84.26% with respect to the Adjustable Rate Pool, (xi) such Subsequent Mortgage Loan shall be deemed to refer to the applicable related a first lien Mortgage, (xii) no Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days Mortgage Loan shall mature later than months after the Closing Date shall remain unchanged as shall representations made with specific reference to the latest maturing Initial Mortgage LoansLoan and (xiii) each Subsequent Mortgage Loan that is a Fixed Rate Mortgage Loan shall be included in the Fixed Rate Pool and each Subsequent Mortgage Loan that is an Adjustable Rate Mortgage Loan shall be included in the Adjustable Rate Pool.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement,. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or before each Subsequent Mortgage Loan received by the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans as of so transferred to the Trust Fund to purchase the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, execution and delivery of the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 60 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of on the Subsequent Transfer Agreement Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making the calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) characteristics for each Mortgage Loan made will be taken as of the Subsequent related Cut-off Date for the Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Loan: Loan Group 1: Variance Loan Weighted Average Coupon: 0.05% Weighted Average Original Term-to-Maturity 2 months Weighted Average Original Loan-to-Value Ratio*: 0.75% Weighted Average FICO Score 5 points Balloon Loans: 1.30% Maximum Principal Balance 2.00% State Concentration: 1.01% Zip Code Concentration: 2.00% Non-Owner Occupied: 0.75% Second Liens: 0.12% Loan Group 2: Variance Loan Weighted Average Coupon: 0.05% Weighted Average Maturity 2 months Weighted Average Original Loan-to-Value Ratio*: 0.45% Weighted Average FICO Score 5 points Balloon Loans: 0.25% Performance Loans: 2.00% Maximum Principal Balance 2.00% State Concentration: 1.00% Zip Code Concentration: 2.00% Non-Owner Occupied: 0.50% Second Liens: 0.15% ------- * Represents Combined Loan-to-Value Ratios for second lien mortgage loans. (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J hereto shall be metthe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xi) On delivery to the last Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (e) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. If the Trustee releases any amounts from the Pre-Funding Account or from the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of the Mortgage Loans (including Loans, following the acquisition of the related Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect conform to the characteristics identified in Section 2.09(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections so that the characteristics of the Mortgage Loans conform to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loanscharacteristics identified in Section 2.09(d).

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date that Agreement or conveyance of the inclusion of such related Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including held in the Subsequent Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall Loan made will be deemed to refer to the Subsequent Mortgage Loans and references to the Initial taken as of related Cut-Off off Date or for the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan:

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided Each Loan Group satisfies the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified parameters set forth in Exhibit J hereto shall be metQ hereto; and (xiix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans)) in Loan Group F or Loan Group A, as applicable, satisfy the parameters conditions set forth in Exhibit J Q hereto. (c) Each party hereto The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date that Agreement or conveyance of the inclusion of such related Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the Certificateholders; (vi) no Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the Seller was characteristics of the Mortgage Loans held in the Trust Fund listed below will not insolventvary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the Seller characteristics for each Mortgage Loan made will not be made insolvent by such transfer and taken as of related Cut-off Date for the Seller is not aware of any pending insolvency; Mortgage Loan: Variance Weighted Average Coupon:.......................................... (v-0.01%) Such addition will not result in a material adverse tax consequence to any Noteholder; Weighted Average Maturity......................................... (vi+/-1 month) The PreWeighted Average Combined Loan-Funding Period shall not have terminated; to-Value Ratio:.................... (vii+0.70%) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Weighted Average FICO Score....................................... (-5 points) Balloon Loans:.................................................... (+0.01%) Maximum Principal Balance......................................... (+2.00%) State Concentration:.............................................. (+1.01%) Zip Code Concentration:........................................... (+2.00%) Non-Owner Occupied:............................................... (+2.00%) Second Liens:..................................................... N/A Manufactured Housing:............................................. (+2.00%) Loans with an Opinion of Counsel relating to the sale Loan-to-Value ratio greater than 80%:.................. (i.e., “True Sale Opinion”+2.00%) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; Multifamily Loans:................................................ (viii+2.00%) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale Purchased Loans:.................................................. (i.e., “True Sale Opinion”-3.00%) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Investor Properties:.............................................. (+2.00%) Second Home Properties:........................................... (+2.00%) (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, Trustee from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of the Mortgage Loans (including Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (xi) delivery to the Trustee of an Opinion of Counsel, satisfy which Opinion of Counsel shall not be at the parameters set forth expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J heretothe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xii) delivery to the Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (ce) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. References in such Sections If the Trustee releases any amounts from the Pre-Funding Account or the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansTrustee.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, 's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Subsequent Mortgage Loan Schedule delivered by the Seller on the related Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off DatePrincipal Balance; (ii) all collections in respect of interest and principal received due after the Subsequent related Cut-Off Date (other than principal and exclusive of payments in respect of interest due accrued on or before such the Subsequent Mortgage Loans prior to the related Cut-off DateOff Date and permitted to be withdrawn from the Collection Account pursuant to Section 3.03(v)(b)); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the each Subsequent Mortgage Loans Loan set forth on the a Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the any assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.05 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to Trustee on behalf of the Trust as of such Subsequent the related Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.05 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released from the Pre-Funding Account and paid to the Seller, as the purchase price therefor, shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loansso transferred. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable related Subsequent Transfer Date: (i) The the Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Rating Agencies and the Rating Agencies Certificate Insurer with an Addition Additions Notice, which notice shall be given not less than two five Business Days prior to the applicable related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and Trust, the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of Loan Group for each such Subsequent subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesLoan; (ii) The the Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement (including an acceptance by the Trustee) in substantially the form of Exhibit IQ hereto and each of the documents described in Section 2.01 hereof relating to the Subsequent Mortgage Loans; (iii) The the Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent related Cut-off DateOff Date on the related Subsequent Mortgage Loans; (iv) As of each the related Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition transfer of Subsequent Mortgage Loans will not result in a material adverse tax consequence to any Noteholderthe REMIC or the Holders of the Certificates; (vi) The Pre-At the end of the Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture TrusteePeriod, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale Mortgage Loans in Loan Group 1 (i.e., “True Sale Opinion”) of the including all Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viiiLoans) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; related Cut-Off Date will have the following characteristics: (xa) The conditions specified in Exhibit J hereto shall a weighted average Loan Rate of at least 11.50% per annum; (b) a weighted average remaining term to stated maturity of less than 257 months; (c) a weighted average Combined Loan-to-Value Ratio of not more than 77.00%; (d) the maximum Combined Loan-to-Value Ratio of any Mortgage Loan will be met100%; and (xie) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics no more than 39.00% of the Mortgage Loans (including by aggregate Cut-Off Date Principal Balance) will be Balloon Loans; (f) no more than 7.50% of the Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be concentrated in one state; (g) at least 92.90% of the Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be secured by owner-occupied properties; (h) at least 90.25% of the Mortgage Loans will be secured by Mortgages in the first lien position; and (i) will otherwise conform to the characteristics described in the Prospectus Supplement for the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto.; and (cvii) Each party hereto shall comply with their respective obligations set forth At the end of the Funding Period, the Mortgage Loans in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Loan Group 2 (including all Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to Loans) as of the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial related Cut-Off Date or will have the Closing Date, as applicable, shall following characteristics: (a) a weighted average interest rate of at least 11.20% per annum; (b) a weighted average remaining term to stated maturity of less than 360 months; (c) a weighted average Combined Loan-to-Value Ratio of not more than 79.00%; (d) the maximum Combined Loan-to-Value Ratio for any Mortgage Loan will be deemed to refer to 100%; (e) no more than 10.50% of the applicable related Subsequent Mortgage Loans (by aggregate Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after Principal Balance) will be concentrated in one state; (f) at least 92.50% of the Closing Mortgage Loans (by aggregate Cut-Off Date shall remain unchanged as shall representations made with specific reference Principal Balance) will be secured by owner-occupied properties; (g) at least 98.00% of the Mortgage Loans will be secured by a Mortgage in the first-lien position; and (h) will otherwise conform to the Initial characteristics described in the Prospectus Supplement for the Subsequent Mortgage Loans. The Certificate Insurer shall have the right in its sole discretion to modify the Spread Account requirements after its review of the Subsequent Mortgage Loans. Any additional amount required to be deposited in the Spread Account shall be deposited no later than the last day of the Funding Period.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date that Agreement or conveyance of the inclusion of such related Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including held in the Subsequent Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall Loan made will be deemed to refer to the Subsequent Mortgage Loans and references to the Initial taken as of related Cut-Off off Date or for the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan: Variance

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the each Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable such Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates as of the Closing Date; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of the each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-the Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which any REMIC as a REMIC unless such matters may be were covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xiviii) On If such Subsequent Transfer Date is the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator Seller shall have received delivered to the Trustee, with a copy to each Rating Agency, of an accountant’s agreed upon procedures letter confirming from KPMG Peat Marwick to the effect that each Loan Group, after giving effect to all additions of Subsequent Mortgage Loans satisfies the characteristics description thereof set forth on page S-29 of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J heretoProspectus Supplement. (c) Each party hereto The Seller and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (d) On the Business Day prior to the Distribution Date in February 1997, the Seller shall deliver to the Trustee for deposit into the Distribution Account an amount equal to 30 days' interest at the applicable Net Mortgage Rate on the original Principal Balance of each Subsequent Mortgage Loan that does not have a first payment due on or before February 1, 1997, but only to the extent necessary to pay the aggregate Class Monthly Interest Amount on the Offered Certificates for such Distribution Date.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust AdministratorTrustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the Subsequent related Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent related Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of both the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller and the Depositor shall have provided the Servicer, the Indenture TrusteeCertificate Insurer, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Depositor or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates without regard to the Certificate Insurance Policy; (ii) The Seller and the Depositor shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent related Cut-off Date; (iv) As of each Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent, neither the Seller nor the Depositor will not be made insolvent by such transfer and neither the Seller nor the Depositor is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller and the Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Original Pre-Funding Account as of the Closing DateFunded Amount; (xix) The conditions specified in Exhibit J S hereto shall be met; and (xix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J S hereto. (c) Each party hereto The Seller, the Depositor, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s 's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent (100%) of the aggregate Scheduled Stated Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesNotes; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the Subsequent Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the SellerSeller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and; (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuer shall have provided the Indenture Trustee, the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriters with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the each Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable such Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates as of the Closing Date; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-the Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which any REMIC as a REMIC unless such matters may be were covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xiviii) On If such Subsequent Transfer Date is the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator Seller shall have received delivered to the Trustee, with a copy to each Rating Agency, of an accountant’s agreed upon procedures letter confirming from KPMG Peat Marwick to the effect that each Loan Group, after giving effect to all additions of Subsequent Mortgage Loans satisfies the characteristics description thereof set forth on page S-30 of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J heretoProspectus Supplement. (c) Each party hereto The Seller, Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the each Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies or the Certificate Insurer shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable such Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates as of the Closing Date without regard to the Certificate Insurance Policies; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-the Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which any REMIC as a REMIC unless such matters may be were covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xiviii) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy Each Loan Group satisfies the parameters set forth in Exhibit J Q hereto. (c) Each party hereto The Seller, Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (d) Promptly following the end of the Funding Period, the Certificate Insurer may, in its discretion but after consultation with the Seller, change the Required Overcollateralization Amount (or any portion of the calculation thereof) if, on the basis of the same methodology applied to the Mortgage Loans delivered on the Closing Date, such change is required. Any such change shall (i) be reflected in a letter delivered to the Seller, the Servicer and the Trustee, the terms of which shall be deemed to amend this Agreement, (ii) not require the consent of any Holders and (iii) be furnished to the Rating Agencies.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or before each Subsequent Mortgage Loan received by the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans as of so transferred to the Trust Fund to purchase the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph Section 2.09 (a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, execution and delivery of the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.09(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on the Indenture Trustee, Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Trust Administrator, related Mortgaged Property; (viii) following the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of on the Subsequent Transfer Agreement Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making the calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) characteristics for each Mortgage Loan made will be taken as of the Subsequent related Cut-off Date for the Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Loan: Loan Group 1: Variation Loan Weighted Average Coupon:.................... -0.01% Weighted Average Maturity........................ +/- 3 months Weighted Average Combined Loan-to-Value Ratio:... + 0.61% Weighted Average FICO Score...................... -5 points Balloon Loans:................................... + 0.01% Maximum Principal Balance........................ + 2.00% State Concentration:............................. + 1.01% Zip Code Concentration:.......................... + 2.00% Non-Owner Occupied:.............................. + 0.71% Loan Group 1: Variation Second Liens:.................................... + 0.11% Manufactured Housing:............................ + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:.................... - 0.01% Weighted Average Maturity........................ +/- 1 month Weighted Average Combined Loan-to-Value Ratio:... + 0.34% Weighted Average FICO Score...................... -5 points Performance Loans:............................... + 0.00% Maximum Principal Balance........................ + $0.00 State Concentration:............................. + 1.00% Zip Code Concentration:.......................... + 2.00% Non-Owner Occupied:.............................. + 0.24% First Liens:..................................... + 0.00% Manufactured Housing:............................ + 0.02% (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, Trustee from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of each Loan Group, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (xi) delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; (xii) delivery to the Trustee of the Mortgage Loans File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement; and (including xiii) the NIM Insurer shall have consented to the transfer of the Subsequent Mortgage Loans), satisfy which consent shall not be unreasonably withheld. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the parameters set forth in Exhibit J heretorequired Officer's Certificate. (ce) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. References in such Sections If the Trustee releases any amounts from a Pre-Funding Account or from the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansTrustee.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.08 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.08 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.08 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.08(a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided Opinions of Counsel addressed to the Servicer, Rating Agencies and the Indenture Trustee, underwriters with respect to the Depositor, sale of the Trust Administrator, Subsequent Mortgage Loans conveyed on the Master Servicer, Subsequent Transfer Date (the Subservicer and opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date and shall designate Agreement or conveyance of the related Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.08(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the Certificateholders; (vi) no Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the Seller was characteristics of the Mortgage Loans held in the Trust Fund listed below will not insolventvary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the Seller characteristics for each Mortgage Loan made will not be made insolvent by such transfer and taken as of related Cut-off Date for the Seller is not aware of any pending insolvency; Mortgage Loan: Variance Weighted Average Coupon:........................... (v+/-0.10%) Such addition will not result in a material adverse tax consequence to any Noteholder; Weighted Average Maturity:......................... (vi+/-2 months) The PreWeighted Average Combined Loan-Funding Period shall not have terminated; to-Value Ratio:..... (vii+0.70%) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Weighted Average FICO Score:....................... (-5 points) Balloon Loans:..................................... (+0.01%) Maximum Principal Balance:......................... (+10.00%) State Concentration:............................... (+1.01%) Zip Code Concentration:............................ (+2.00%) Non-Owner Occupied:................................ (+2.00%) Second Liens:...................................... N/A Manufactured Housing:.............................. (+2.00%) Loans with an Opinion of Counsel relating to the sale Loan-to-Value ratio greater than 80%:... (i.e., “True Sale Opinion”+2.00%) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; Multifamily Loans:................................. (viii+2.00%) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale Purchased Loans:................................... (i.e., “True Sale Opinion”-3.00%) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Investor Properties:............................... (+2.00%) Second Home Properties:............................ (+2.00%) (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified delivery to the Trustee and the underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J hereto shall be metthe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xi) On delivery to the last Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (e) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. If the Trustee releases any amounts from the Pre-Funding Account or the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent account retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of the Mortgage Loans (including Loans, following the acquisition of the related Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections so that the characteristics of the Mortgage Loans conform to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loanscharacteristics identified in Section 2.08(d).

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee and the NIMs Insurer, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the related Pre-Funding Account, (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor Depositor, without recourse, all the right, title and interest of the Seller in and to each Subsequent Home Equity Loan identified on the Home Equity Loan Schedule the rights of the Seller and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Seller on or with respect to the Subsequent Home Equity Loans (ii) other than the payment of principal and interest due on such Home Equity Loans on or before the Subsequent Cut-off Date), and the Depositor shall sell, simultaneously transfer, assign, set over and otherwise convey to the Trustee without recourse to for the Trustbenefit of the Certificateholders, all the right, title and interest of the Seller and the Depositor, as applicable, Depositor in and to each Subsequent Mortgage Home Equity Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) identified on the related Scheduled Principal Balance as Home Equity Loan Schedule the rights of the Depositor and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Subsequent Cut-Off Date after giving effect to payments Home Equity Loans (other than the payment of principal and interest due on such Home Equity Loans on or before the Subsequent Cut-Off off Date; (ii) all collections in respect ). The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.11 shall be 100% of interest and principal received after the aggregate Scheduled Principal Balances of the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Home Equity Loans so transferred to Loan Group 1 as of the Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers amount released from the Group 2 Pre-Funding Account by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price 2.11 shall be one hundred Percent 100% of the aggregate Scheduled Principal Balances of the Subsequent Home Equity Loans so transferred to Loan Group 2 as of the Cut-off Date. (100%b) of The Trustee shall contribute from the Pre-Funding Accounts funds in an amount equal to the aggregate Scheduled Principal Balance of the Subsequent Mortgage Home Equity Loans as of the Subsequent Cut-Off Date. On or before each off Date so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Home Equity Loans on behalf of the Indenture TrusteeTrust Fund pursuant to a fixed priced contract, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.11(a) of this Section 2.04 hereof only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee and the NIMs Insurer will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable sale of the Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold (such opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal sale of the ratings assigned to Original Home Equity Loans on the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer execution and the Servicer a duly executed delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Home Equity Loans does not result in substantially a reduction or withdrawal of any ratings assigned to the form of Exhibit ICertificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee and the NIMs Insurer an Officer's Certificate confirming the satisfaction of each of the conditions set forth in the Collection Account all principal collected Article II and interest collected this Section 2.11(b) required to the extent accrued and due after the be satisfied by such Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Home Equity Loan conveyed on such Subsequent Transfer DateDate satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Home Equity Loan set forth in this clause (iv), the obligation under Section 2.04 of this Agreement of the Seller was not insolventto cure, repurchase or replace such Subsequent Home Equity Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Seller will not be made insolvent by such transfer and Depositor or the Seller is not aware of any pending insolvency;Trustee. (v) Such addition will the Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date were not result selected in a material manner intended to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date is secured by a first lien on the Indenture Trustee, related Mortgaged Property; (viii) following the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Home Equity Loans from the Seller on such Subsequent Transfer Date to the Depositor and related Loan Group, the enforceability characteristics of such Loan Group listed below will not vary by more than the Subsequent Transfer Agreement permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Home Equity Loans as set forth on the opinions Home Equity Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making such calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) characteristics for each Home Equity Loan made will be taken as of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of related Cut-off Date for such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Home Equity Loan: Loan Group 1: Minimum Weighted Average Coupon: 10.95% Minimum Loan Rate 7.00% Maximum Maturity 360 Months Maximum Weighted Average Remaining Term 348 Months Weighted Average Loan-to-Value Ratio 75.75% Maximum Loan-to-Value 90.00% Maximum Balloon Loan %: 2.00% Maximum State Concentration %: 19.00% Maximum Zip Code Concentration %: 2.00% Maximum Non-Owner Occupied %: 9.00% Maximum % C's & D's 17.00% Maximum % DTI > 40% 58.00% Minimum Weighted Average FICO 562 Maximum % Second Liens: 0.00% Maximum % 30 Day past due loans: 0.00% Loan Group 2: Minimum Weighted Average Coupon: 10.68% Minimum Loan Rate 7.50% Maximum Maturity 360 Months Maximum Weighted Average Remaining Term 360 Months Weighted Average Loan-to-Value Ratio 78.50% Maximum Loan-to-Value 90.00% Maximum Balloon Loan %: 1.00% Maximum State Concentration %: 33.00% Maximum Zip Code Concentration %: 1.00% Maximum Non-Owner Occupied %: 5.00% Maximum % C's & D's 19.00% Maximum % DTI > 40% 64.00% Minimum Weighted Average FICO 562 Maximum % Second Liens: 0.00% Maximum % 30 Day past due loans: 0.00% (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Home Equity Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing on such Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received NIMs Insurer from an accountant’s letter independent accountant retained by the Seller confirming that the characteristics of each Loan Group, following the acquisition of the related Subsequent Home Equity Loans, conform to the characteristics identified in this Section 2.11(b)(viii). In the event such accounting firm requires the Trustee to agree to the procedures performed by such accounting firm, the Seller shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Seller, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures; (xi) delivery to the Trustee and the NIMs Insurer of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such purchase of Subsequent Home Equity Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xii) delivery to the Trustee of the Mortgage Loans (including File for each Subsequent Home Equity Loan to be transferred pursuant to the related Subsequent Mortgage Loans)Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, satisfy except for its own receipt of documents specified above, and shall be entitled to rely on the parameters set forth in Exhibit J heretorequired Officer's Certificate. (c) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Pre-Funding Accounts and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Accounts and the Pre-Funding Accounts. References in In the event that any amounts are released by the Trustee from a Pre-Funding Account or from a Capitalized Interest Account as a result of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay such Sections amounts to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansTrustee.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Securities Administrator and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off Off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Securities Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and Trustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Seller, effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided Each Loan Group satisfies the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified parameters set forth in Exhibit J hereto shall be metQ hereto; and (xiix) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Securities Administrator shall have received an accountant’s 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), ) in the related Loan Group satisfy the parameters conditions set forth in Exhibit J Q hereto. (c) Each party hereto The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.08 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.08 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.08 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall contribute from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.08(a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date that Agreement or conveyance of the inclusion of such related Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; (ii) The Seller shall have delivered to Certificates by the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit IRatings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.08(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the Certificateholders; (vi) no Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the Seller was characteristics of the Mortgage Loans held in the Trust Fund listed below will not insolventvary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the Seller characteristics for each Mortgage Loan made will not be made insolvent by such transfer and taken as of related Cut-off Date for the Seller is not aware of any pending insolvency; Mortgage Loan: Variance Weighted Average Coupon:........................... (v+/-0.10%) Such addition will not result in a material adverse tax consequence to any Noteholder; Weighted Average Maturity:......................... (vi+/-2 months) The PreWeighted Average Combined Loan-Funding Period shall not have terminated; to-Value Ratio:..... (vii+0.70%) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Weighted Average FICO Score:....................... (-5 points) Balloon Loans:..................................... (+0.01%) Maximum Principal Balance:......................... (+10.00%) State Concentration:............................... (+1.01%) Zip Code Concentration:............................ (+2.00%) Non-Owner Occupied:................................ (+2.00%) Second Liens:...................................... N/A Manufactured Housing:.............................. (+2.00%) Loans with an Opinion of Counsel relating to the sale Loan-to-Value ratio greater than 80%:... (i.e., “True Sale Opinion”+2.00%) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; Multifamily Loans:................................. (viii+2.00%) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale Purchased Loans:................................... (i.e., “True Sale Opinion”-3.00%) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Investor Properties:............................... (+2.00%) Second Home Properties:............................ (+2.00%) (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed on the amount deposited in the Pre-Funding Account as of the Closing Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, Trustee from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of the Mortgage Loans (including Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.08(d); (xi) delivery to the Trustee of an Opinion of Counsel, satisfy which Opinion of Counsel shall not be at the parameters set forth expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J heretothe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xii) delivery to the Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (ce) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Account and the Pre-Funding Account and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account. References in such Sections If the Trustee releases any amounts from the Pre-Funding Account or the Capitalized Interest Account because of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay the amounts to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansTrustee.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (bd) below and pursuant to the terms of each related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Depositor and (ii) the Depositor shall sellDepositor, transfer, assign, set over and otherwise convey without recourse to the Trustrecourse, all right, title and the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor, as applicable, in and Seller on or with respect to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect to and all interest and principal payments of principal due on or each Subsequent Mortgage Loan received before the Subsequent related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on or before such each Subsequent Mortgage Loan by the related Cut-off Date); (iii) property which secured such , and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and which has been acquired principal received or receivable by foreclosure the Depositor on or deed in lieu of foreclosure; (iv) its with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest in any insurance policies and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of such Subsequent Mortgage Loan; installments of interest and (v) all proceeds principal due thereafter, but not including payments of any of the foregoing. The transfers by the Seller to the Depositor principal and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth interest due and payable on the each Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.08 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of in the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.08 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.08 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Depositor in the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to the Trust Fund. (d) The Trustee shall withdraw from the Pre-Funding Account funds in an amount equal to the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.08(a) of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided Opinions of Counsel addressed to the Servicer, Rating Agencies and the Indenture Trustee, Underwriters with respect to the Depositor, sale of the Trust Administrator, Subsequent Mortgage Loans conveyed on the Master Servicer, Subsequent Transfer Date (the Subservicer and opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable sale of the Initial Mortgage Loans on the Closing Date); (ii) the execution and delivery of the Subsequent Transfer Date and shall designate Agreement or conveyance of the related Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will does not result in the downgrade a reduction or withdrawal of the any ratings assigned to the Offered Certificates; Certificates by the Ratings Agencies (ii) The Seller shall have delivered subject, with respect to the Indenture Trusteeany Class of Certificates to which S&P has assigned a rating, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form prior confirmation by S&P of Exhibit Ino such reduction or withdrawal); (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions in the Collection Account all principal collected Article II and interest collected this Section 2.08(d) required to the extent accrued and due after be satisfied by the Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date, Date satisfies the Seller was not insolvent, the Seller will not be made insolvent by such transfer representations and the Seller is not aware of any pending insolvencywarranties applicable to it under this Agreement; (v) Such addition will not result the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller the aggregate of the PO Percentage multiplied by the Cut-off Date Principal Balance of each Subsequent Mortgage Loan shall have provided not exceed the Indenture Trustee, PO Sublimit Amount; (viii) following the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including held in the Subsequent Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall Loan made will be deemed to refer to the Subsequent Mortgage Loans and references to the Initial taken as of related Cut-Off off Date or for the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.Loan: 44

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to listed on the related Subsequent Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the each Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies or the Certificate Insurer shall not have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer Seller or the Subservicer Trustee prior to the applicable such Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesCertificates as of the Closing Date without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Subsequent Cut-off CutOff Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-the Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which any REMIC as a REMIC unless such matters may be were covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xiviii) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy Each Loan Group satisfies the parameters set forth in Exhibit J Q hereto. (c) Each party hereto The Seller, Custodian and the Trustee shall comply with their respective obligations set forth in Sections Section 2.01, 2.02, 3.01, 3.02 2.04 and 3.03 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Closing Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (d) Promptly following the end of the Funding Period, the Certificate Insurer may, in its discretion but after consultation with the Seller, change either Required Overcollateralization Amount (or any portion of the calculation thereof) if, on the basis of the same methodology applied to the Mortgage Loans delivered on the Closing Date, such change is required. Any such change shall (i) be reflected in a letter delivered to the Seller, the Servicer and the Trustee, the terms of which shall be deemed to amend this Agreement, (ii) not require the consent of any Holders and (iii) be furnished to the Rating Agencies.

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below and pursuant to the terms of each the Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, on behalf of the Trust, Trustee's delivery on the related Subsequent Transfer Closing Date to or upon the order of the Seller of all or a portion of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Subsequent Transfer AgreementMortgage Loan Schedule delivered by the Seller on the Closing Date, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off DatePrincipal Balance; (ii) all collections in respect of interest and principal received after the Subsequent related Cut-Off Date (other than principal and payments in respect of accrued interest due on or before such Subsequent Cut-off DateSeptember 15, 1997); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto to the Trustee shall be absolute and shall be intended by the Seller, the Depositor Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.04 2.13 from the Seller to the Depositor and by the Depositor to the Trust Trustee pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer the Closing Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred Percent percent (100%) of the aggregate Scheduled Principal Balance Balances of the Subsequent Mortgage Loans as of the Subsequent related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Closing Date: (i) The Seller shall have provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the Offered CertificatesLoans; (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer Trustee a duly executed Subsequent Transfer Agreement written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit ID; (iii) The Seller shall have delivered to the Trust Administrator for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the Subsequent related Cut-off DateOff Date (other than payments in respect of accrued interest due on or before September 1, 1997); (iv) As of each Subsequent Transfer the Closing Date, the Seller was not insolvent, insolvent nor will the Seller will not be made insolvent by such transfer and nor is the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any NoteholderREMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “"True Sale Opinion”") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Dateany REMIC as a REMIC; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Subsequent Transfers. (a) Upon [five] Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Accounts (net of investment earnings), (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor Depositor, without recourse, all the right, title and (ii) interest of the Seller in and to each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Seller and the Depositor, as applicable, Depositor in and to each Subsequent Mortgage Loan transferred pursuant to listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect and all interest and principal payments on each Subsequent Mortgage Loan received prior to payments of principal due on or before the Subsequent such related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such Subsequent related Cut-off Date); . (iiib) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price . (c) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be one hundred Percent established pursuant to the terms of this Agreement and that, in such event, (100%i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (d) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 2. (e) The Trustee shall contribute from the Pre-Funding Accounts funds in an amount equal to the aggregate Cut-Off Date. On or before each off Date Principal Balance of the Subsequent Transfer Date, Mortgage Loans so transferred to the Seller shall deliver to, and deposit with Trust Fund to purchase the Indenture Trustee or the Custodian Subsequent Mortgage Loans on behalf of the Indenture TrusteeTrust Fund, the related documents along with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (aSection 2.09(a) of this Section 2.04 hereof only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on such Subsequent Transfer Date (such opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer execution and the Servicer a duly executed delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions set forth in the Collection Account all principal collected Article II and interest collected this Section 2.09(b) required to the extent accrued and due after the be satisfied by such Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on such Subsequent Transfer DateDate satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller was not insolventto cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Seller will not be made insolvent by such transfer and Depositor or the Seller is not aware of any pending insolvency;Trustee. (v) Such addition will not result the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was [30] or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Indenture Trustee, related Mortgaged Property; (viii) following the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller on such Subsequent Transfer Date to the Depositor and related Loan Group, the enforceability characteristics of such Loan Group listed below will not vary by more than the Subsequent Transfer Agreement permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making such calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent characteristics for each Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans Loan made will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account taken as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial related Cut-Off off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial for such Mortgage Loans.Loan:

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Accounts, (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor Depositor, without recourse, all the right, title and (ii) interest of the Seller in and to each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Seller and the Depositor, as applicable, Depositor in and to each Subsequent Mortgage Loan transferred pursuant to listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect and all interest and principal payments on each Subsequent Mortgage Loan received prior to payments of principal due on or before the Subsequent such related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such Subsequent related Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred Percent (100%) of the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect Mortgage Loans so transferred to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansGroup 2. (b) The Seller Trustee shall transfer and deliver contribute from the Pre-Funding Accounts funds in an amount equal to the Indenture Trustee or aggregate Cut-off Date Principal Balance of the Custodian Subsequent Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Indenture Trustee the Subsequent Mortgage Loans and Trust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) of this Section 2.04 hereof only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on such Subsequent Transfer Date (such opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer execution and the Servicer a duly executed delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions set forth in the Collection Account all principal collected Article II and interest collected this Section 2.09(b) required to the extent accrued and due after the be satisfied by such Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on such Subsequent Transfer DateDate satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller was not insolventto cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Seller will not be made insolvent by such transfer and Depositor or the Seller is not aware of any pending insolvency;Trustee. (v) Such addition will not result the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Indenture Trustee, related Mortgaged Property; (viii) following the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller on such Subsequent Transfer Date to the Depositor and related Loan Group, the enforceability characteristics of such Loan Group listed below will not vary by more than the Subsequent Transfer Agreement permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making such calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) characteristics for each Mortgage Loan made will be taken as of the Subsequent related Cut-off Date for such Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date;Loan: Loan Group 1: Variation Loan Weighted Average Coupon:......................... -0.01% Weighted Average Maturity.......................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:..... + 0.61% Balloon Loans:..................................... + 0.01% Maximum Principal Balance.......................... + $4,054.40 State Concentration:............................... + 1.01% Zip Code Concentration:............................ + 2.00% Non-Owner Occupied:................................ + 0.71% Second Liens:...................................... + 0.11% Manufactured Housing:.............................. + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:...................... - 0.01% Weighted Average Maturity.......................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:..... + 0.34% Performance Loans:................................. + 0.00% Maximum Principal Balance.......................... + $0.00 State Concentration:............................... + 1.00% Zip Code Concentration:............................ + 2.00% Non-Owner Occupied:................................ + 0.24% First Liens:....................................... + 0.00% Manufactured Housing:.............................. + 0.02% (ix) The aggregate Scheduled Principal Balance neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing on such Subsequent Transfer Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On delivery of a letter or letters addressed to the last Subsequent Transfer Date, Trustee from an independent accountant retained by the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter Depositor confirming that the characteristics of each Loan Group, following the Mortgage Loans (including acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(b); (xi) delivery to the Trustee of an Opinion of Counsel, satisfy which Opinion of Counsel shall not be at the parameters set forth expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such purchase of Subsequent Mortgage Loans will not (i) result in Exhibit J heretothe imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xii) delivery to the Trustee of the Mortgage File for each Subsequent Mortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer's Certificate. (c) Each party hereto shall comply In connection with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Distribution Date, the Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Accounts and the Pre-Funding Accounts and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Accounts and the Pre-Funding Accounts. References in In the event that any amounts are released by the Trustee from a Pre-Funding Account or from a Capitalized Interest Account as a result of the Seller's calculation error, the Trustee shall not be liable therefor, and the Seller shall immediately repay such Sections amounts to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansTrustee.

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in Article II and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trust Administrator’s delivery, Trustee's delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Accounts, (i) the Seller shall on any each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor Depositor, without recourse, all the right, title and (ii) interest of the Seller in and to each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Seller and the Depositor, as applicable, Depositor in and to each Subsequent Mortgage Loan transferred pursuant to listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate, including (i) all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Scheduled Principal Balance as of the Subsequent Cut-Off off Date after giving effect and all interest and principal payments on each Subsequent Mortgage Loan received prior to payments of principal due on or before the Subsequent such related Cut-Off Date; (ii) all collections off Date in respect of installments of interest and principal received after the Subsequent Cut-Off Date (other than due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such Subsequent related Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.04 2.09 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Seller and the Depositor intend intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.04 2.09 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred Percent (100%) of the aggregate Scheduled Cut-off Date Principal Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect Mortgage Loans so transferred to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage LoansGroup 2. (b) The Seller Trustee shall transfer and deliver contribute from the Pre-Funding Accounts funds in an amount equal to the Indenture Trustee or aggregate Cut-off Date Principal Balance of the Custodian Subsequent Mortgage Loans so transferred to the Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Indenture Trustee the Subsequent Mortgage Loans and Trust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) of this Section 2.04 hereof only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Dateconditions: (i) The Seller shall have the Trustee will be provided the Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior respect to the applicable Subsequent Transfer Date and shall designate sale of the Subsequent Mortgage Loans to be sold conveyed on such Subsequent Transfer Date (such opinions being substantially similar to the Trust and opinions delivered on the aggregate Scheduled Principal Balance of such Mortgage Loans and Closing Date to the Rating Agencies shall have informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior with respect to the applicable Subsequent Transfer Date that sale of the inclusion of such Subsequent Initial Mortgage Loans will not result in on the downgrade or withdrawal of the ratings assigned to the Offered CertificatesClosing Date); (ii) The Seller shall have delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer execution and the Servicer a duly executed delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in substantially a reduction or withdrawal of the form of Exhibit Iany ratings assigned to the Certificates by the Ratings Agencies; (iii) The Seller the Depositor shall have delivered deliver to the Trust Administrator for deposit Trustee an Officer's Certificate confirming the satisfaction of each of the conditions set forth in the Collection Account all principal collected Article II and interest collected this Section 2.09(b) required to the extent accrued and due after the be satisfied by such Subsequent Cut-off Transfer Date; (iv) As of each Subsequent Mortgage Loan conveyed on such Subsequent Transfer DateDate satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller was not insolventto cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Seller will not be made insolvent by such transfer and Depositor or the Seller is not aware of any pending insolvency;Trustee. (v) Such addition will not result the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a material manner reasonably believed not to be adverse tax consequence to any Noteholderthe interests of the Certificateholders; (vi) The Pre-Funding Period shall not have terminatedno Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days delinquent; (vii) The Seller shall have provided each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the Indenture Trustee, related Mortgaged Property; (viii) following the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) conveyance of the Subsequent Mortgage Loans from the Seller on such Subsequent Transfer Date to the Depositor and related Loan Group, the enforceability characteristics of such Loan Group listed below will not vary by more than the Subsequent Transfer Agreement permitted variance listed below for each characteristic with respect to the Seller, which matters may be covered in Initial Mortgage Loans as set forth on the opinions Mortgage Loan Schedule delivered on the Closing Date; (viii) The Depositor shall have ; provided that for the Indenture Trusteepurpose of making such calculations, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent characteristics for each Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans Loan made will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account taken as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Initial related Cut-Off off Date or the Closing Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial for such Mortgage Loans.Loan: