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 Indenture 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, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, 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 transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the 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 Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 Scheduled Principal 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 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 Notes; (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 Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in 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(b), 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 Article II and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Indenture 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, the Seller shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all of the Seller's right, title and interest of the Seller, in and to each related Subsequent Mortgage Loan transferred pursuant to listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer AgreementDate for inclusion in Group I, including (i) the related Scheduled Principal Balance as of Loan Balance, all interest payments due after the related Subsequent Cut-Off Date after giving effect to payments and all collections in respect of principal due on or before the received after such 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) its their respective interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any of the foregoingforegoing to the Trustee. The transfer by the Seller to the Trust Trustee of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 2.13 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust Trustee 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 Trust Trustee pursuant to this Section 2.04 2.13 and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released from the Pre-Funding Account shall be one one-hundred percent (100%) of the Scheduled Principal aggregate of the applicable Cut-Off Date Loan 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 Trustee shall transfer and deliver contribute from the Pre-Funding Account funds in an amount equal to one-hundred percent (100%) of the aggregate of the applicable Cut-Off Date Loan Balances of the Subsequent Mortgage Loans so transferred to the Indenture Trustee or Trust and use such cash to purchase the Custodian Subsequent Mortgage Loans on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 each 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 Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable such Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Cut-Off Date Loan 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 NotesLoans; (ii) The 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 deposited in the Collection Account all principal collected after such Cut-Off Date and interest collected to the extent accrued and payments due after such Cut-Off Date but collected on or before such Cut-Off Date in respect of each Subsequent Mortgage Loan, and the related Subsequent Cut-off DateOff Date Deposit; (iviii) As the Seller shall have delivered an Officer's Certificate to the Trustee confirming that as of each Subsequent Transfer Date, the Seller was not insolvent, the Seller will not nor would it be made insolvent by such transfer and the Seller is not transfer, nor was it 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 Seller 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 Seller shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Seller pursuant to Section 2.07 (other than subsections (m), (w), (y), (cc), (dd), (ll), (mm), (uu) (zz), (ccc) and (eee) to the extent the representations and warranties in such subsections relate to statistical information as to the characteristics of the Initial Mortgage Loans in the aggregate) and Section 2.08 are true and correct with respect to the Seller and the Subsequent Mortgage Loans, as applicable, as of the Subsequent Transfer Date; (vii) The the Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor Rating Agencies and the Rating Agencies Trustee with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing DateTrustee; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such shall not purchase a Subsequent Mortgage Loans will Loan unless the Seller obtains the prior written consent of each Rating Agency, which consent may not adversely affect the tax status of the Notes;be unreasonably withheld; and (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date;(Reserved). (x) The conditions specified in Exhibit J hereto connection with the transfer and assignment of the Subsequent Mortgage Loans, the Seller shall be met; andsatisfy the document delivery requirements set forth in Section 2.04. (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 each proposed Subsequent Mortgage Loans), satisfy Loan must be a mortgage loan that on the parameters set forth in Exhibit J Closing Date was listed on Schedule 1 hereto. (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 Requirement 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 Account and of the Capitalized Interest Account. In the event that any amounts are released by the Trustee from the Pre-Funding Account or from the Capitalized Interest Account as a result of calculation error, 2.02the Trustee shall not be liable therefor, 3.01(b), 3.02 and 3.03 with respect the Seller shall immediately repay such amounts to the Trustee. (d) The Trustee shall acknowledge receipt on each Subsequent Transfer Date of the Subsequent Mortgage Loans delivered to it on each such date and within five Business Days after such receipt shall, as specified in Section 2.04, review the documents required to be delivered pursuant to Section 2.13(b)(x) (or shall cause such documents to be reviewed) and shall deliver to Cityscape, the Depositor and the Servicer, with respect to such Subsequent Transfer Date. References in such Sections Mortgage Loans, a certification substantially similar to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer one prepared by the Trustee pursuant 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 Loanssecond paragraph of Section 2.

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 Indenture 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 SellerSeller 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 transfer 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 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 Trust. The parties hereto intend that for federal income tax purposes Depositor and as a sale by 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 Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 lawTrust. The purchase price shall be one hundred percent Percent (100%) of the Scheduled aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. This provision constitutes a fixed price contract within the meaning of Section 860G(a)(3) of the Code. 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, Servicer and 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 Notes; (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 ID; (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 Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor 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 Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ixviii) The aggregate Scheduled Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit deposited in the Pre-Funding Account as of the Closing Date; (xix) The conditions specified in Exhibit J 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 hereto; and (xi) The Issuer shall have provided the 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(b)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 Indenture 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 or the Transferor (if applicable) 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 SellerSeller or the Transferor (if applicable) 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 transfer transfers by the Seller or the Transferor (if applicable) 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 or the Transferor (if applicable), the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 intends or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 Percent (100%) of the Scheduled aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Date, the Seller or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 Transferor (if applicable), 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 Notes; (ii) The Seller or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 or the Transferor (if applicable) was not insolvent, the Seller or the Transferor (if applicable) will not be made insolvent by such transfer and the Seller or the Transferor (if applicable) 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 or the Transferor (if applicable) 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 or the Transferor (if applicable) to the Trust, 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, the Depositor 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 on deposit 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(b)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 Indenture 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, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, (i) all right, title and interest of the Seller, Seller 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 Principal Balance and all interest accruing thereon after giving effect to payments of principal due on or before the related Due Date in the calendar month preceding the Subsequent Cut-Off Date; (ii) Transfer Date and 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 Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (iiiii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage LoanLoans; and (viv) all proceeds of any of the foregoing. The transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 2.14 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.14 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 Scheduled Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off DateLoans. 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 Trust the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 2.14 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 Depositor, 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 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 Aggregate 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 Certificate Insurer or the Subservicer Trustee prior to the applicable Subsequent Transfer Date in writing that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the NotesClass A Certificates (without taking the Certificate Insurance Policy into account); (ii) The Seller 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 IP; (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 related Due Date in the calendar month preceding the month of the Subsequent Cut-off Transfer 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; (viivi) 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 TrustTrustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Sellereffect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC or result in a material adverse tax consequence to any REMIC or the Holders of Certificates, which matters may be covered in the opinions delivered on the Closing Date; (viiivii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Aggregate Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Original Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be metFunded Amount; 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 the parameters set forth in Exhibit J Q hereto. (c) Each party hereto The Seller and the Trustee shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01(b), 3.02 and 3.03 2.04 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 LoansLoans including such representations made under Sections 2.04(iii), 2.04(vi), 2.04(xlvii) and 2.04(xlix). Except as specifically provided in the immediately preceding sentence each Subsequent Mortgage Loan complies with each representation and warranty in Section 2.04(a) as of the related Cut-Off Date (or such other date specified).

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Indenture 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 applicable Seller(s) of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller applicable Seller(s) shall on any such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)' right, title and interest of the Seller, in and to each related Subsequent Mortgage Loan transferred pursuant listed in the mortgage loan schedule attached as an exhibit to such the related Subsequent Transfer Agreement, Agreement including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date Principal Balance and all interest payments due after giving effect to payments of principal due on or before the Subsequent related 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) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any the foregoing to the Trustee for the benefit of the foregoingCertificateholders. The transfer by the Seller Seller(s) to the Trust Trustee, for the benefit of the Certificateholders, of the Subsequent Mortgage Loans set forth on in the mortgage loan schedule attached as an exhibit to the related Subsequent Mortgage Loan Schedule Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 Seller(s) to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 Fund under applicable law, however, for financial reporting purposes the Seller(s) intend to treat any such transaction as the incurrence of debt by the applicable Seller(s). The purchase price amount released from the Pre-Funding Account shall be one hundred percent (100%) of the Scheduled aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. so transferred. (b) On or before each Subsequent Transfer Date, the Seller Trustee shall deliver to, and deposit with withdraw from the Indenture Trustee or the Custodian on behalf Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the Indenture Trustee, aggregate of the related documents with respect applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to each Subsequent Mortgage Loan transferred the Trust Fund on such Subsequent Transfer Date, Date and the related Subsequent Mortgage Loan Schedule in computer readable format with respect shall use such cash to purchase 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 , 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 such Subsequent Transfer Date: (i) The Seller the Seller(s) 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 such Subsequent Transfer Date and shall designate (a) the Subsequent Mortgage Loans to be sold to the Trust and Trust, (b) the aggregate Scheduled Cut-Off Date Principal Balance of such Mortgage Subsequent Loans, (c) the amount required to be remitted to the Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent 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 (d) whether such Subsequent Mortgage Loans will not result in the downgrade Loan is a Group I Subsequent Loan, Group II-A Subsequent Loan or withdrawal of the ratings assigned to the NotesGroup II-B Subsequent Loan; (ii) The Seller the Seller(s) shall have delivered remitted to the Indenture Trustee, Trustee for deposit in the Depositor, Certificate Account all principal and interest payments due and collected after the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Transfer Agreement in substantially the form of Exhibit ILoan; (iii) The Seller the Seller(s) shall have delivered an Officer's Certificate 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 Trustee confirming that, as of each Subsequent Transfer Date, the Seller was Seller(s) were not insolvent, the Seller will not nor would they be made insolvent by such transfer and the Seller is not transfer, nor were they aware of any pending insolvency; (iv) the Funding Period shall not have ended; (v) Such addition will not result the Seller(s) shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in a material adverse tax consequence to any Noteholderthis paragraph (b) and in the related Subsequent Transfer Agreement; (vi) The Pre-Funding Period the Seller(s) shall not have terminateddelivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Seller(s) 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 Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Trustee with an Opinion of Counsel to the effect that the transfer conveyance of such the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date: (A) will not adversely affect (1) result in the imposition of the tax status 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 NotesCode, respectively, or (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof; (ix) The aggregate Scheduled the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Offered Certificates; (x) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund; (xi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, the Loans (including the Subsequent Loans, if any) and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date): (A) not more than 0.50% of the Loans were 30-59 days contractually past due (assuming 30 day months); (B) the weighted average Combined Loan-to-Value Ratio of the Loans shall not exceed 86.50%; (C) the weighted average FICO score of the Loans shall not be less than 631; (D) the weighted average Mortgage Rate of the Loans shall not be less than 7.200%; (E) the weighted average margin of the Group II Loans shall not be less than 6.550%; (F) not more than 2.10% of the Loans shall be Multifamily Loans; (G) not less than 80% of the Loans will have prepayment penalties; (H) not less than 97% of the Loans shall be secured by a first mortgage on the related Mortgaged Property; (I) not less than 79% of the Loans shall have been originated pursuant to the Sellers' full documentation program; (J) not less than 80% of the Loans shall be classified as "Grade A Credits" under the Sellers' loan underwriting standards; (K) not more than 17% of the Loans shall have borrowers located in the same state; (L) not more than 4% of the Loans shall be Balloon Loans; (M) not more than 5% of the Loans shall be investor non-owner; (N) not more than 74% of the Loans shall be cash out refinance; (O) none of the Subsequent Group I Loans may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have a Cut-off Date Principal Balance in excess of $750,000; (5) have a Combined Loan-to-Value Ratio in excess of 100%; or (6) have an adjustable rate; (P) none of the Subsequent Group II-A Loans may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have an initial fixed rate period greater than 36 months; (5) have a Cut-off Date Principal Balance in excess of $750,000; (6) have a Combined Loan-to-Value Ratio in excess of 100%; (7) be a Multifamily Loan; (8) be secured by a second or any junior lien on the related Mortgaged Property; (9) have a margin of less than 2.00%; or (10) have an original principal balance that exceeds agency loan balance limits; and (Q) none of the Subsequent Group II-B Loans does not exceed may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Mortgage Rate less than 5.00%; (4) have an initial fixed rate period greater than 36 months; (5) have a Cut-off Date Principal Balance in excess of $750,000; (6) have a Combined Loan-to-Value Ratio in excess of 100%; (7) be secured by a second or any junior lien on the related Mortgaged Property; or (8) have a margin of less than 2.00%. (c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Trustee shall determine the amount on deposit and correct dispositions of Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement. In the event that any such amount is released by the Trustee from the Pre-Funding Account as a result of calculation error, the Trustee shall not be liable therefor, and the Depositor shall immediately repay such amount to the Trustee. (d) The Trustee shall acknowledge receipt on each Subsequent Transfer Date of the Closing Date; Subsequent Loans delivered to it by delivering on such Subsequent Transfer Date to the Sellers, the Depositor and the Servicer, with respect to such Subsequent Loans, a certification substantially similar to the initial certification required under Section 2.03 hereof in the form attached hereto as Exhibit D. Within forty-five (x45) The conditions specified in Exhibit J hereto shall be met; and (xi) On Business Days after the last related Subsequent Transfer Date, the Indenture Trustee shall, as specified in Section 2.01 hereof, review the documents required to be delivered pursuant to Section 2.09(b)(viii) hereof (or shall cause such documents to be reviewed) and shall deliver to the Sellers, the Depositor and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans)Servicer, 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(b), 3.02 and 3.03 with respect to the such Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections Loans, a certification substantially similar to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to final certification required under Section 2.03 hereof in the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, form attached hereto 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.Exhibit E.

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 Indenture 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 SellerSeller 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 transfer 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 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 intends 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 Percent (100%) of the Scheduled aggregate Stated Principal Balances 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 Notes; (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 Trust, 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, the Depositor 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 on deposit 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 Issuer shall have provided the Indenture Trustee, the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriter 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(b)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 Indenture Trust AdministratorTrustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Sale Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Sale Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, 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; (v) all cash instruments and other property held or required to be deposited in the Capitalized Interest Account [and the Pre-Funding Account]; and (vvi) all proceeds of any of the foregoing. The transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the 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 2.4 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Sale Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.4 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 Scheduled Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. On or before each Subsequent Transfer Sale 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 Sale 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 2.4 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Sale 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 Sale 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 Servicer prior to the applicable Subsequent Transfer Sale Date that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade downgrade, withdrawal or withdrawal qualification of the ratings assigned to the Notes; (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 Master Servicer 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 Sale Date, the Seller was not insolvent, the Seller will not be made insolvent by such transfer and the Seller is not aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the 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 Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Sale 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 its respective obligations set forth in Sections 2.013.1, 2.02, 3.01(b), 3.02 3.3 and 3.03 3.5 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Sale Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the 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 Sale Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansLoans delivered on the Closing Date.

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 Indenture 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, the Seller shall on any Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller, Seller 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 DateJune 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 transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 Trust Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust Trustee as of such Subsequent Transfer the Closing Date a first priority security interest in the entire right, title and interest of the Seller 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 (100%) of the Scheduled Principal 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 NotesLoans; (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 June 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 TrustTrustee, 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, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notesany REMIC as a REMIC; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in 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(b), 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 Article II hereof and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Indenture Trust AdministratorTrustee’s delivery, delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller applicable Seller(s) of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller applicable Seller(s) shall on any such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)’ right, title and interest of the Seller, in and to each related Subsequent Mortgage Loan transferred pursuant listed in the mortgage loan schedule attached as an exhibit to such the related Subsequent Transfer Agreement, Agreement including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date Principal Balance and all interest payments due after giving effect to payments of principal due on or before the Subsequent related 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) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any the foregoing to the Trustee for the benefit of the foregoingCertificateholders. The transfer by the Seller Seller(s) to the Trust Trustee, for the benefit of the Certificateholders, of the Subsequent Mortgage Loans set forth on in the mortgage loan schedule attached as an exhibit to the related Subsequent Mortgage Loan Schedule Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 Seller(s) to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security Fund for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 lawpurposes. The purchase price amount released from the Pre-Funding Account shall be one hundred percent (100%) of the Scheduled aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date. so transferred. (b) On or before each Subsequent Transfer Date, the Seller Trustee shall deliver to, and deposit with withdraw from the Indenture Trustee or the Custodian on behalf Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the Indenture Trustee, aggregate of the related documents with respect applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to each Subsequent Mortgage Loan transferred the Trust Fund on such Subsequent Transfer Date, Date and the related Subsequent Mortgage Loan Schedule in computer readable format with respect shall use such cash to purchase 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 , 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 such Subsequent Transfer Date: (i) The Seller the Seller(s) 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 such Subsequent Transfer Date and shall designate (a) the Subsequent Mortgage Loans to be sold to the Trust and Trust, (b) the aggregate Scheduled Cut-Off Date Principal Balance of such Mortgage Subsequent Loans and (c) 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 amount required to be remitted to the applicable Subsequent Transfer Date that the inclusion of Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the NotesLoans; (ii) The Seller the Seller(s) shall have delivered remitted to the Indenture Trustee, Trustee for deposit in the Depositor, Certificate Account all principal and interest payments due and collected after the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Transfer Agreement in substantially the form of Exhibit ILoan; (iii) The Seller the Seller(s) shall have delivered an Officer’s Certificate 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 Trustee confirming that, as of each Subsequent Transfer Date, the Seller was Seller(s) were not insolvent, the Seller will not nor would they be made insolvent by such transfer and the Seller is not transfer, nor were they aware of any pending insolvency; (iv) the Funding Period shall not have ended; (v) Such addition will not result the Seller(s) shall have delivered to the Trustee an Officer’s Certificate confirming the satisfaction of each condition precedent specified in a material adverse tax consequence to any Noteholderthis paragraph (b) and in the related Subsequent Transfer Agreement; (vi) The Pre-Funding Period the Seller(s) shall not have terminateddelivered an Officer’s Certificate to the Trustee confirming that the representations and warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date; (vii) The Seller the Seller(s) 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 Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies Trustee with an Opinion of Counsel to the effect that the transfer conveyance of such the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date: (A) will not adversely affect (1) result in the imposition of the tax status 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 NotesCode, respectively, or (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof; (ix) The aggregate Scheduled the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Offered Certificates; (x) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund; (xi) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, the Loans (including the Subsequent Loans, if any) and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date): (A) not more than 0.910% of the Loans were 30-59 days contractually past due (assuming 30 day months); (B) the weighted average Combined Loan-to-Value Ratio of the Loans shall not exceed 86.010%; (C) the weighted average FICO score of the Loans shall not be less than 606; (D) the weighted average Mortgage Rate of the Loans shall not be less than 8.571%; (E) the weighted average margin of the Adjustable Rate Loans shall not be less than 6.500%; (F) not less than 59.090% of the Loans will have prepayment penalties; (G) not less than 100.000% of the Loans shall be secured by a first mortgage on the related Mortgaged Property; (H) not less than 69.320% of the Loans shall have been originated pursuant to the Sellers’ full documentation program; (I) not less than 62.870% of the Loans shall be classified as “Grade A Credits” under the Sellers’ loan underwriting standards; (J) not more than 11.760% of the Loans shall have borrowers located in the same state; (K) not more than 6.030% of the Loans shall be Balloon Loans; (L) not more than 6.580% of the Loans shall be investor non-owner; (M) not more than 74.820% of the Loans shall be cash out refinance; (N) none of the Subsequent Loans may: (1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date; (2) have an original term to maturity in excess of 480 months; (3) have a Mortgage Rate less than 5.50%; (4) have a Cut-off Date Principal Balance in excess of $1,019,466; (5) have a Combined Loan-to-Value Ratio in excess of 100%; (6) if an Adjustable Rate Loan, have an initial fixed rate period greater than 72 months; (7) if an Adjustable Rate Loan, have a margin of less than 6.40%; (8) be secured by any type of real property other than a one- to four-family dwelling; or (9) be secured by a second or any junior lien on the related mortgaged property. (c) In connection with each Subsequent Mortgage Loans does not exceed Transfer Date and on the related Distribution Date, the Trustee shall determine the amount on deposit and correct dispositions of Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement. In the event that any such amount is released by the Trustee from the Pre-Funding Account as a result of calculation error, the Trustee shall not be liable therefor, and the Depositor shall immediately repay such amount to the Trustee. (d) The Trustee shall acknowledge receipt on each Subsequent Transfer Date of the Closing Date; Subsequent Loans delivered to it by delivering on such Subsequent Transfer Date to the Sellers, the Depositor and the Servicer, with respect to such Subsequent Loans, a certification substantially similar to the initial certification required under Section 2.03 hereof in the form attached hereto as Exhibit D. Within forty-five (x45) The conditions specified in Exhibit J hereto shall be met; and (xi) On Business Days after the last related Subsequent Transfer Date, the Indenture Trustee shall, as specified in Section 2.01 hereof, review the documents required to be delivered pursuant to Section 2.09(b)(viii) hereof (or shall cause such documents to be reviewed) and shall deliver to the Sellers, the Depositor and the Trust Administrator shall have received an accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans)Servicer, 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(b), 3.02 and 3.03 with respect to the such Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections Loans, a certification substantially similar to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to final certification required under Section 2.03 hereof in the Subsequent Mortgage Loans and references to the Initial Cut-Off Date or the Closing Date, form attached hereto 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.Exhibit E.

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 Indenture 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, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, Seller 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 transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 (100%) of the Scheduled Principal 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 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 NotesOffered Certificates 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 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, 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 Depositor, 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 TrustTrustee, 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, the Depositor and the Rating Agencies with an Opinion aggregate Principal Balance of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will in Loan Group 1 and Loan Group 2 does not adversely affect exceed the tax status of Original Pre-Funded Amount allocated to the Notesapplicable Loan Group; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J Q 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 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters 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(b), 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 Indenture 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 DLJ Mortgage Capital, Inc. (“DLJ”), (ii) DLJ shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (iii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, DLJ 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 transfer transfers by the Seller to DLJ, by DLJ 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 Seller, DLJ, the Depositor and all parties hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to DLJ, as a sale by DLJ 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 DLJ, from DLJ 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 intends Seller, DLJ 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 DLJ, DLJ 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 Seller, of DLJ 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 Balances 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 NotesOffered 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, DLJ Mortgage Capital, Inc., 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 TrustDLJ Mortgage Capital, Inc. 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, the Depositor 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 DLJ Mortgage Capital, Inc. to the Depositor and from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and DLJ Mortgage Capital, Inc. 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 on deposit deposited in the Pre-Funding Account Amount 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(b)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 Indenture 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, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller, Seller 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 transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller 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 (100%) of the Scheduled Principal 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 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 NotesOffered Certificates 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 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, 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 TrustTrustee, 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, the Depositor and the Rating Agencies with an Opinion aggregate Principal Balance of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will in Loan Group 1 and Loan Group 2 does not adversely affect exceed the tax status of Original Pre-Funded Amount allocated to the Notesapplicable Loan Group; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J Q 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 's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters 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(b), 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 Indenture 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, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, (i) all right, title and interest of the Seller, Seller 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 Principal Balance and all interest accruing thereon after giving effect to payments of principal due on or before the related Due Date in the calendar month preceding the Subsequent Cut-Off Date; (ii) Transfer Date and 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 Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (iiiii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage LoanLoans; and (viv) all proceeds of any of the foregoing. The transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto, other than for federal income tax purposes, hereto to be treated as a sale by the Seller 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 2.14 from the Seller to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.04 2.14 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 Scheduled Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-Off DateLoans. 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 Trust the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.04 2.14 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 Depositor, 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 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 Aggregate 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 Certificate Insurer or the Subservicer Trustee prior to the applicable Subsequent Transfer Date in writing that the inclusion of such Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the ratings assigned to the NotesClass A Certificates (without taking the Certificate Insurance Policy into account); (ii) The Seller 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 IP; (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 related Due Date in the calendar month preceding the month of the Subsequent Cut-off Transfer 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; (viivi) 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 TrustTrustee, the enforceability of the Subsequent Transfer Agreement with respect and to the Sellereffect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC created hereunder as a REMIC or result in a material adverse tax consequence to any REMIC created hereunder or the Holders of Certificates, which matters may be covered in the opinions delivered on the Closing Date; (viiivii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Aggregate Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Original Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be metFunded Amount; 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 the parameters set forth in Exhibit J Q hereto. (c) Each party hereto The Seller and the Trustee shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01(b), 3.02 and 3.03 2.04 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 LoansLoans including such representations made under Sections 2.04(iii), 2.04(vi), 2.04(xlvii) and 2.04(xlix). Except as specifically provided in the immediately preceding sentence each Subsequent Mortgage Loan complies with each representation and warranty in Section 2.04(a) as of the related Cut-Off Date (or such other date specified).