Common use of Conveyance of Subsequent Mortgage Loans Clause in Contracts

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust without recourse (subject to Sections 2.2 and 2.4) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trust.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery remittance on each Subsequent Transfer Date to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Transferor shall, to the extent of the availability thereof, Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Trust without recourse (subject related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to Sections 2.2 the Subsequent Mortgage Loans so assigned and 2.4) the Depositor shall deliver to, and deposit with, the Trustee all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed Loans on or prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted by the Depositor to ownership through Foreclosure Proceedings the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or otherwiseto the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Trustee shall amend the Mortgage Loan Schedule to reflect the removal of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, (B) any insurance policies related to the Subsequent Mortgage LoansLoans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (Cc) and (d) below, the related MortgagesTrust Fund shall be obligated to purchase, Loan Agreements and other in accordance with the provisions of this Agreement, Subsequent Mortgage File documents Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount). The purchase price paid by the Trust Fund for the Subsequent Mortgage Loans; and the proceeds of Loans on each of the foregoing. The amount released from the Pre-Funding Account Subsequent Transfer Date shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans hereunderpurchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, such the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans and all other rights and interests Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Custodian (Con behalf of the Trustee) at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for the benefit of the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal due and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and interest accrued thereonis intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Cut-off Date and all collections in respect of its interest and principal due after the related Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect Loans prior to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to Trustee for deposit in the extent of mortgage pool by the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Trustee (Cor the Custodian on its behalf) at least three (3) Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each Transfer Date. The purchase price paid on behalf of the foregoing. The amount Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Company, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related MI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Seller's Instrument, has delivered or caused to be delivered to the Transferor Certificate Administrator, at the direction of the Subsequent Mortgage Loans hereunderCompany, such Subsequent Mortgage Loans and all other rights and interests each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The transfer to the Company by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Company, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Company as of the TrustSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery remittance on each Subsequent Transfer Date to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Transferor shall, to the extent of the availability thereof, Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Trust without recourse (subject related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to Sections 2.2 the Subsequent Mortgage Loans so assigned and 2.4) the Depositor shall deliver to, and deposit with, the Trustee all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and take all actions required under Section 2.01 regarding the assignment of its a MERS Mortgage Loan; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed Loans on or prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for inclusion in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Issuing Entity. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, each Subsequent Mortgage Loan shall constitute part of the Mortgage Group to which it has been designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the related Subsequent Transfer Date. Upon delivery by the Depositor of a timely Addition Notice, and subject to satisfaction of the conditions set forth in paragraphs (Cc) and (d) below, the Issuing Entity shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group One and Group Two may not exceed the portion of the Original Pre-Funded Amount related Mortgagesto Group One or the portion of the Original Pre-Funded Amount related to Group Two, Loan Agreements and other Mortgage File documents respectively)). The purchase price paid by the Issuing Entity for the Subsequent Mortgage Loans; and the proceeds of Loans on each of the foregoing. The amount released from the Pre-Funding Account Subsequent Transfer Date shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans hereunderpurchased on such date shall be withdrawn by the Trustee from the Pre-Funding Account and paid to the Depositor. Thereafter, such the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans and all other rights and interests Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the Subsequent Cut-off Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal due and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Master Servicer, the Trustee, the Guarantor and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for Subsequent Transfer Date. The purchase price paid by the Subsequent Mortgage Loans; and the proceeds of each Trustee on behalf of the foregoing. The amount Trust Fund from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Group I Subsequent Mortgage Loans or the Group II Subsequent Mortgage Loans, as applicable, so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) for inclusion in Loan Group I or Loan Group II, as applicable. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Transferor Depositor of all or a portion of the amount on deposit balance of related funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor Depositor shall, to the extent of the availability thereofon such Subsequent Transfer Date, on any Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse Fund (subject to Sections 2.2 the other terms and 2.4provisions of this Agreement) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans identified on the schedule Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Transferor Sponsor on such Subsequent Transfer Date, including its (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date Trust Balance and any Additional Balances thereon and all payments collections in respect of interest and principal thereon, from whatever source derived, which are received on or due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loan on or after Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to for deposit in Loan Group I or Loan Group II, as applicable, by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Sponsor, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage LoansLoan shall be delivered to the Trustee or the Custodian, and (C) on its behalf at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferredtransferred (as identified on the Mortgage Loan Schedule). Upon the transfer by the Transferor This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 2004 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Depositor, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related MI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Depositor pursuant to the terms of this Seller’s Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Seller’s Instrument, has delivered or caused to be delivered to the Transferor Custodian, at the direction of the Subsequent Mortgage Loans hereunderDepositor, such Subsequent Mortgage Loans and all other rights and interests each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Depositor, the Custodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Depositor on the Subsequent Transfer Date of all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Depositor as of the TrustSubsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Depositor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Depositor and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery remittance on each Subsequent Transfer Date to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Transferor shall, to the extent of the availability thereof, Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Trust without recourse related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to the Subsequent Mortgage Loans so assigned and the Depositor shall deliver to, and deposit with, the Trustee (subject to Sections 2.2 and 2.4or the Custodian on its behalf) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed Loans on or prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted by the Depositor to ownership through Foreclosure Proceedings the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or otherwiseto the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, (B) any insurance policies related to the Subsequent Mortgage LoansLoans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (Cc) and (d) below, the related MortgagesTrust Fund shall be obligated to purchase, Loan Agreements and other in accordance with the provisions of this Agreement, Subsequent Mortgage File documents Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount). The purchase price paid by the Trust Fund for the Subsequent Mortgage Loans; and the proceeds of Loans on each of the foregoing. The amount released from the Pre-Funding Account Subsequent Transfer Date shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans hereunderpurchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, such the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans and all other rights and interests Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans, including all amounts due on the schedule delivered by Subsequent Mortgage Loans after the Transferor on such Transfer related Subsequent Cut-off Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or items with respect to such the Subsequent Mortgage Loan Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or after prior to the related Subsequent Cut-Off Date off Date. The Seller and are allocable the Depositor, contemporaneously with the delivery of this Instrument, have delivered or caused to be delivered to the Trust Balance thereof Depositor, the Certificate Insurer and (ii) the Trustee, respectively, each applicable item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the extent of Depositor by the Trust Balances Seller of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to identified on the attached Schedule of Subsequent Mortgage Loans converted shall be absolute and is intended by the Seller to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related constitute and to be treated as a sale by the Seller to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingDepositor. The amount released from transfer to the Pre-Funding Account shall be one hundred percent (100%) of Trustee by the aggregate principal balances Depositor of the Subsequent Mortgage Loans so transferred. Upon identified on the transfer by the Transferor attached Schedule of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be part treated as a sale by the Depositor to the Trust Fund. Additional terms of the Trustsale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Depositor does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 200 (the “Seller’s Instrument”), between the Seller and the Depositor. The Depositor, contemporaneously with the delivery of this Depositor’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trustee on the Subsequent Transfer Date of all the Depositor’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Depositor’s obligations hereunder, and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of , 2003 (the "Seller's Instrument"), between the Seller and ------ -- the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Master Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Trustee and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans hereunder, such Subsequent so transferred (as identified on the Mortgage Loans and all other rights and interests Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery remittance on each Subsequent Transfer Date to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Transferor shall, to the extent of the availability thereof, Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Trust without recourse related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to the Subsequent Mortgage Loans so assigned and the Depositor shall deliver to, and deposit with, the Trustee (subject to Sections 2.2 and 2.4or the Custodian on its behalf) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and take all actions required under Section 2.01 regarding the assignment of its a MERS Mortgage Loan; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed Loans on or prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted by the Depositor to ownership through Foreclosure Proceedings the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or otherwiseto the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, (B) any insurance policies related to the Subsequent Mortgage LoansLoans shall constitute part of the Mortgage Group designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (Cc) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group I and Group II may not exceed the portion of the Original Pre-Funded Amount related Mortgagesto Group I or the portion of the Original Pre-Funded Amount related to Group II, Loan Agreements and other Mortgage File documents respectively)). The purchase price paid by the Trust Fund for the Subsequent Mortgage Loans; and the proceeds of Loans on each of the foregoing. The amount released from the Pre-Funding Account Subsequent Transfer Date shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans hereunderpurchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, such the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans and all other rights and interests Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2003 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2002 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Certificate Administrator each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Certificate Administrator on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwiseTrustee, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Supplemental Interest Trust Trustee and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans hereunderTransfer Date). The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, such as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans and all other rights and interests so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this Agreement, (A) any Mortgaged Properties related Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representations and warranties set forth in the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to on the Subsequent Mortgage Loans, date hereof. The Unaffiliated Seller hereby delivers notice and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of confirms that each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%conditions set forth in Section 2.01(c) of the aggregate principal balances Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Mortgage Loans so transferred. Upon Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the transfer properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Transferor Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Subsequent Certificateholders or is necessary for the administration or servicing of the Mortgage Loans hereunderLoans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, such Subsequent Mortgage Loans and all other rights and interests remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; PROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., xx Xepositor By: ---------------------------------- Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ---------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: EXHIBIT L FORM OF FDIC CLAIM [Date] Federal Deposit Insurance Corporation 550 17th Street, N.W. Washington, D.C. 20429 Re: CDX XXXXXXXX XXXXXXX XXXXX 0000-XX0 Xxxxxx xxd Gentlemen: Reference is made to (i) that certain Amended Corporate Guaranty dated April 26, 2002 by The Federal Deposit Insurance Corporation (the "FDIC") in favor of CDC Mortgage Capital Inc. ("CDC") with respect to such Subsequent certain mortgage loans purchased by CDC from Superior Federal Bank FSB (the "Superior Mortgage Loans shall be deemed for all purposes hereunder Loans") pursuant to be part a Mortgage Loan Purchase and Warranties Agreement dated as of February 1, 2002 (the "FDIC Guaranty") and (ii) that certain letter agreement, dated April 26, 2002, between the FDIC and CDC (the "Letter Agreement") consenting to the assignment of the Trust.FDIC Guaranty by CDC to Morgan Stanley ABS Capital I Inc. ("MSABS") and by MSABS to Deutschx Xxxk Xxxxxnal Trust Company, as trustee on behalf of CDC Mortgage Capital Trust 2002-HE1 (the "Trustee"). The undersigned, as Trustee, hereby notifies you that with respect to the following Superior Mortgage Loan(s), the Trustee has incurred a Loss (as defined in the FDIC Guaranty) as described below: Mortgage Loan No(s). _________________ Obligor Name(s) _________________ Outstanding Principal Balance of Mortgage Loan prior to sale or liquidation _________________ Sale/Liquidation Proceeds (net of expenses) _________________ Loss _________________ In accordance with the FDIC Guaranty and the Letter Agreement, the Trustee hereby makes a claim for such Loss and requests that the FDIC remit such amount to the Trustee within 60 days of the date hereof for deposit in the following account: [Collection Account Information]. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: --------------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trust, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related insurance policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trust pursuant to the terms of this Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Instrument, has delivered or caused to be delivered to the Transferor Indenture Trustee, at the direction of the Subsequent Mortgage Loans hereunderSponsor, such Subsequent Mortgage Loans each item set forth in Section 2.05 of the Sale and all other rights and interests Servicing Agreement with respect to such Subsequent Mortgage Loans and the related insurance policies. The transfer to the Trust by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trust, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller, except for tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related insurance policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part such a sale, the Seller hereby grants to the Trust as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans and the related insurance policies for the benefit of the Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related insurance policies as designee and agent of the Trust. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Trust and its assignees in each Subsequent Mortgage Loan, the related insurance policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery remittance on each Subsequent Transfer Date to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Transferor shall, to the extent of the availability thereof, Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Trust without recourse related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal received on or with respect to the Subsequent Mortgage Loans so assigned and the Depositor shall deliver to, and deposit with, the Trustee (subject to Sections 2.2 and 2.4or the Custodian on its behalf) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed Loans on or prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted by the Depositor to ownership through Foreclosure Proceedings the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or otherwiseto the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, (B) any insurance policies related to the Subsequent Mortgage LoansLoans shall constitute part of the Mortgage Group designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (Cc) and (d) below, the related MortgagesTrust Fund shall be obligated to purchase, Loan Agreements in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and other further that the aggregate purchase price for Subsequent Mortgage File documents Loans added to Group One and Group Two may not exceed the Group One Original Pre-Funded Amount or the Group Two Original Pre-Funded Amount, respectively)). The purchase price paid by the Trust Fund for the Subsequent Mortgage Loans; and the proceeds of Loans on each of the foregoing. The amount released from the Pre-Funding Account Subsequent Transfer Date shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans hereunderpurchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, such the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for Subsequent Mortgage Loans and all other rights and interests Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 2003 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (ai) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in the (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Trustee and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustTransfer Date).

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Company, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related PMI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Seller's Instrument, has delivered or caused to be delivered to the Transferor Indenture Trustee, at the direction of the Subsequent Company, each item set forth in Section 2.1(b) of the Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests Loan Purchase Agreement with respect to such Subsequent Mortgage Loans and the related PMI Policies. The transfer to the Company by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Company, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related PMI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Company as of the TrustSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans and the related PMI Policies for the benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans and the related PMI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related PMI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 200 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Company, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related MI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Seller's Instrument, has delivered or caused to be delivered to the Transferor Custodian, at the direction of the Subsequent Mortgage Loans hereunderCompany, such Subsequent Mortgage Loans and all other rights and interests each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The transfer to the Company by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Company, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Company as of the TrustSubsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Company, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the Company, each item set forth in Section 2.1(b) of the Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Company by the extent of the Trust Balances Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Company, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all the Seller's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, and (C) other property as and to the related Mortgagesextent described above. In the event the transactions set forth herein shall be deemed not to be a sale, Loan Agreements the Seller hereby grants to the Company as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and other Mortgage File documents for interest in, to and under the Subsequent Mortgage Loans; , and the proceeds of each such other property, to secure all of the foregoing. The amount released from Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) of parties hereto acknowledge that the aggregate principal balances of Indenture Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon for the transfer by benefit of the Transferor of Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans hereunderas designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loans Loan and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Saxon hereby affirms the representations and warranties set forth in Schedule IIIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES, INC., as the Servicer BY: [__________________________________] By: ------------------------------------ Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2007-HE1 Mortgage Pass-Through Certificates, Series 2007-HE1, issued pursuant to the Pooling and Servicing Agreement dated as of January 1, 2007 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Saxon Mortgage Services, Inc., as the servicer ("Saxon" and the "Servicer"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and Xxxxx Fargo Bank, National Association, as securities administrator and master servicer (in each such capacity, respectively, the "Securities Administrator" and the "Master Servicer").

Conveyance of Subsequent Mortgage Loans. As of December 1, 1997 (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre"Subsequent Cut-Funding Account net of any Pre-Funding EarningsOff Date"), the Transferor shall, to the extent of the availability thereof, on any Transfer Date Company does hereby irrevocably transfer, assign, set over setover and otherwise convey to the Trust Purchaser, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, benefits accruing from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans which are delivered to the Trustee herewith (and interest accrued thereon, all substitutions therefor as provided in this by Sections 3.3, 3.4 and 3.6 of the Pooling and Servicing Agreement), (A) any Mortgaged Properties together with the related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or otherwisedeed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (B) including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance policies related and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and (C) the related Mortgagesevery kind, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of each any of the foregoing). The amount released from Company shall deliver the Pre-Funding Account original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be one hundred percent (100%) of borne by the aggregate principal balances of Company. The Company hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Company and the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor as of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans date hereof. The Company hereby delivers notice and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part confirms that each of the Trust.conditions set forth in Section 3.8(b), 3.8(c) and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE BANK OF NEW YORK COMPANY, as the Company as Trustee for First Alliance Mortgage Loan Trust 1997-4 By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx ----------------------------------- ----------------------------------------- Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President Title: Assistant Vice President FIRST ALLIANCE MORTGAGE Dated: December 31, 1997 COMPANY, as Servicer By: /s/ Xxxx Xxxxx ----------------------------------- Name: Xxxx Xxxxx Title: Executive Vice President EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (ADJUSTABLE) EXHIBIT B LOAN SCHEDULE - GROUP 1 (ADJUSTABLE) Loan Lien Cut-Off Current Current Mat Pmt Prop Occup Appraised Orig Number Property Address City ST Zip Pos Balance Rate Pmt Date Type Type Type Value Type ------------------------------------------------------------------------------------------------------------------------------------ 8900784 00 XXX XXXX XXXXX XXXXX XXXXXXXX XX 00000 1 29,986.00 9.75 257.75 11/1/27 A S P 132,000 C 8900785 0000 XXXX XXXXXX XXXXXXXXX XX 00000 1 24,991.06 10.99 237.90 11/1/27 A S P 136,000 C 8900786 0000-00 XXXX XXXXXXX XXXXX XXXXXXX XX 00000 1 99,950.70 9.49 840.13 11/1/27 A F P 177,000 C 8900787 000 X. XXXXXXX XXXXXX XXXXXXXXX XX 00000 1 49,981.13 10.74 466.37 11/1/27 A S P 117,000 C 8900788 0000 XXXXXX XXXXXX SAN JOSE CA 95118 1 107,934.57 8.50 830.43 11/1/27 A S P 218,000 C 8900789 00 XXXXXX XXXXX XXXXX XXX XXXX XX 00000 1 118,938.30 9.25 978.99 11/1/27 A S P 210,000 C 8900790 0000 XXXXX XXXXXXXXX AVENUE LOS ANGELES CA 90046 1 96,608.36 10.13 857.12 11/1/27 A S I 315,000 C 8900791 000 XXXXXXX XXXXXX XXXXXXXX XX 00000 1 79,960.64 9.50 672.69 11/1/27 A F I 150,000 C 8900792 0 XXXXX XXXXXX VALLEY STREAM NY 11580 1 64,971.24 10.00 570.43 11/1/27 A S P 151,000 C ------------------------------------------------------------------------------------------------------------------------------------ TOTAL VARIABLE RATE LOANS: 166 14,687,222.73

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller’s Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller’s expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: Name: Title: By: Name: Title: MXXXXX SXXXXXX ABS CAPITAL I INC., as Depositor By: Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: By: Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2004-HE2 Mortgage Pass-Through Certificates, Series 2004-HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2004 (the “Pooling and Servicing Agreement”), among Mxxxxx Sxxxxxx ABS Capital I Inc., as depositor (the “Depositor”, CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the “Trustee”), and Countrywide Home Loans Servicing LP, as servicer (the “Servicer”). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2001 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Company, as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. As of September 30, 1997 (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings"Subsequent Transfer Date"), the Transferor shall, to the extent of the availability thereof, on any Transfer Date Seller does hereby irrevocably transfer, assign, set over and otherwise convey to the Trust Depositor and the Depositor does hereby irrevocably transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to any and all benefits accruing from the Subsequent Mortgage Loans, other than any principal received and interest payments received thereon on or prior to September 1, 1997, (isuch date, the "Subsequent Cut-Off Date") each which are delivered to the Trustee herewith (and all substitutions therefor as provided by Sections 3.04, 3.05 and 3.06 of the Pooling and Servicing Agreement), together with the related Subsequent Mortgage Loan listed on documents and the schedule delivered interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by the Transferor on such Transfer Dateforeclosure or deed in lieu of foreclosure, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest thereon and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent proceeds of the Trust Balances conversion, voluntary or involuntary, of the Subsequent Mortgage Loans foregoing; and interest accrued thereonproceeds of all the foregoing (including, as provided in this Agreementbut not by way of limitation, (A) all proceeds of any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwisemortgage insurance, (B) any hazard insurance policies related and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and (C) the related Mortgagesevery kind, Loan Agreements and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The Seller shall deliver the original Mortgage File or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.05 and 3.07 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents for specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Seller. The Seller hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Seller and the Subsequent Mortgage Loans; Loans as of the date hereof. The Seller hereby delivers notice and the proceeds of confirms that each of the foregoingconditions set forth in Section 3.07(b) and 3.07(c) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The amount released from Pursuant to Section 3.07(a) of the PrePooling and Servicing Agreement, the Seller hereby instructs the Trustee to release one-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon transferred from the transfer by the Transferor Pre-Funding Account, pursuant to this Subsequent Transfer Agreement which shall include $3,868,685.00 of the Subsequent Mortgage Loans hereunder, such listed in Schedule I-A hereto in Group I and $45,395,806.74 of the Subsequent Mortgage Loans listed in Schedule I-B hereto in Group II. All terms and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part conditions of the Trust.Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMRESCO RESIDENTIAL SECURITIES CORPORATION as Depositor By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL CAPITAL MARKETS, INC. as Seller By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL SECURITIES CORPORATION MORTGAGE LOAN TRUST 1997-3, by The Bank of New York as Trustee By: /s/ Franx Xxxxxx --------------------------------------- Name: Franx Xxxxxx ------------------------------------- Title: ------------------------------------ Dated: September 30, 1997 SERVICER AMRESCO LAST ZIP PROPERTY MATURITY LOAN NUMBER LOAN NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ----------- ----------- ---- ------- ---- ----- ---- ---- ---- 3877123 3877123AD BECK 1424 XXXXXX XXXXXX JACKSONVILL FL 32218 SFR 9/1/12 3879509 3879509AD BUTLXX 1028 XXXXXXXX XXXXX XX 00000 XXX 9/1/27 3923166 3923166AD LAZO 7079 XXXXXXXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 9/1/27 3928074 3928074AD NUNEX 522 XX. XXXXXXX XXXXXX SAN ANTONIO TX 78202 SFR 9/1/27 3928223 3928223AD LEE 747 XXXXX XXXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932324 3932324AD DADE 9619 XXXXXXXXX XXXX LAREDO TX 78045 SFR 9/1/27 3932373 3932373AD DAHL 6766 00XX XXXXXX XXXXXXXXXX XX 00000 XXX 9/1/12 3932381 3932381AD HAMMXXX 6833 0XX XX XXX XXXXX XX 00000 XXX 9/1/27 3932399 3932399AD PORJES 95-2000 XXXXXXXXX XXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932522 3932522AD MCKEXXX 5840 XXXXXX XXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3932720 3932720AD GREEX 137 X. XXXX XXXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3940905 3940905AD MIGUXX LOT #00 XXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3940913 3940913AD WARD 4873 XXXXXXXXXX XXXXX XXX XXXX XX 00000 XXX 9/1/27 3941002 3941002AD BARNXX 2931 XXXXXXXX XXXXXX DUARTE CA 91010 SFR 9/1/27 3941093 3941093AD AKERX 271 XXXX XXXXXX COSTA MESA CA 92627 SFR 9/1/27 3941325 3941325AD STEWXXX 3677-0000 XXXX XXXXXXX XXXXXXX MI 48207 2-4 UNITS 9/1/12 3941481 3941481AD VAMANRAV 11160 XXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3941960 3941960AD KOZHUSKO 77 IXXXXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3941994 3941994AD HOLLXX 8026 XXXXXXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3943289 3943289AD MIRANDA 3554 XX XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943313 3943313AD HAMRXX 8121 XXXX XXXXX XXX CITRUS HEIG CA 95610 SFR 9/1/12 3943347 3943347AD AMBRXXX 920 XXX XXXXXX XXXXXXXXX XX 00000 XXX 9/1/27 3943420 3943420AD RAMOX 11260 XXXXXXXXX 000XX XXXX XXXXX XX 00000 XXX 9/1/12 3943487 3943487AD SMITX 1210 XXXXXX XXXX XXXXXXXXXX XX 00000 XXX 10/1/27 3943503 3943503AD ADAMX 1540 XXXXX XXXXXX XXXXXX XXXXXXXXX XX 00000 XXX 10/1/12 3943586 3943586AD BLAKE 795 XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943727 3943727AD OLIVXX 1919 X. 00XX XXXXX XXXX XX 46404 SFR 10/1/12 3946837 3946837AD THOMX 7528 XXXXX XXXXXX CITRUS HEIG CA 95610 SFR 9/1/12 3946910 3946910AD MCGIXXXX LOT 0-X-0 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3946969 3946969AD NYE 1065 XXXXXXXX XXX XXXXXXXX XX 00000 XXX 10/1/27 3947017 3947017AD HOUSTON 9041 XXXXX XXXXXX XXXXXXXX XX 00000 XXX 10/1/12 3947033 3947033AD KENNXX 2918 XXXXXXXXX XXXXX XXXXXXX XX 00000 XXX 10/1/12 3947041 3947041AD JOHNXXX 10710 XXXXX XXXXXXXX XXXXX XXXXX XX 00000 XXX 10/1/27 3947058 3947058AD MCDUXXXX 5822 XXXXXXXXX 00XX XXXXXX XXXXX XX 00000 XXX 10/1/27 3947181 3947181AD HOWAXX 12220-00 XXXXX XXXXXXXX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947199 3947199AD HOWAXX 3932-00 XXXXX XXXXXXXXX XX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947223 3947223AD FALLA 12730 XXXXXXXXX 00XX XXXXX XXXXX XX 00000 XXX 9/1/27 3957164 3957164AD VALDXX 85-100 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3957198 3957198AD BELLXXXXX 1122 XXXXXXX XXXXXX XXXXXX XX 00000 XXX 10/1/27 10012656 10012656AD MCDONALD 6048 XXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 10/1/12 10017382 10017382AD CHEIRS 3848 XXXXXXXXXXX XXXX MEMPHIS TN 38127 SFR 10/1/27 10017390 10017390AD DRAKE 718 XXXXXX XXXXXX XXXXXXX XX 00000 XXX 10/1/27 10017408 10017408AD SCHAXXXXXX 59-400 XXXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 10017457 10017457AD BARRXXX 213 XXX XXXXXX XXXXXXXXXXX XX 00000 XXX 10/1/27 10017614 10017614AD FERRXX 699 XXXXXX XXXX WHITEHALL OH 43213 SFR 10/1/27 10022465 10022465AD ZIBRAT 244 XXXX XXXXXX XXXX XXXX X XX 00000 XXX 10/1/12 TOTAL 46 SERVICER 9/1/97 CURRENT CURRENT OCCUPANCY ORIGINAL DUE LOAN NUMBER SCHEDULED BALANCE RATE P&I PAYMENT LTV STATUS TERM SERVICER ORIGINATOR DATE ----------- ----------------- ---- ------------ --- ------ ---- -------- ---------- ---- 3877123 23,100.00 10.33 252.92 60 NON OWNER 180 ADVANTA AMRESCO 10/1/97 3879509 48,600.00 12.5 518.69 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3923166 40,000.00 7.7 285.18 37.74 OWNER 360 ADVANTA AMRESCO 10/1/97 3928074 22,500.00 12.25 235.78 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3928223 45,000.00 8.5 346.01 60.81 OWNER 360 ADVANTA AMRESCO 10/1/97 3932324 57,300.00 10.6 528.43 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3932373 50,000.00 7.95 476.38 53.76 OWNER 180 ADVANTA AMRESCO 10/1/97 3932381 71,500.00 9.38 594.96 67.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3932399 41,250.00 10.08 364.44 75 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3932522 161,600.00 10.7 1502.44 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3932720 23,400.00 10.71 217.73 65 OWNER 360 ADVANTA AMRESCO 10/1/97 3940905 59,500.00 8.2 444.91 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3940913 92,000.00 7.7 655.92 33.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3941002 90,000.00 9.45 753.49 53.25 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3941093 217,500.00 9.2 1781.44 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3941325 15,000.00 10.35 164.42 75 OWNER 180 ADVANTA AMRESCO 10/1/97 3941481 114,400.00 10.7 1063.61 82.9 OWNER 360 ADVANTA AMRESCO 10/1/97 3941960 347,900.00 9.2 2849.49 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3941994 218,400.00 11.6 2179.48 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3943289 44,000.00 10.2 478.22 41.51 OWNER 180 ADVANTA AMRESCO 11/1/97 3943313 99,000.00 8.85 995.31 86.09 OWNER 180 ADVANTA AMRESCO 10/1/97 3943347 127,500.00 9.5 1072.09 85.57 OWNER 360 ADVANTA AMRESCO 10/1/97 3943420 75,200.00 10.45 828.93 80 OWNER 180 ADVANTA AMRESCO 10/1/97 3943487 37,000.00 11.26 359.65 56.49 OWNER 360 ADVANTA AMRESCO 11/1/97 3943503 60,000.00 9.7 633.8 53.1 OWNER 180 ADVANTA AMRESCO 11/1/97 3943586 34,400.00 11.45 400.76 80 OWNER 180 ADVANTA AMRESCO 11/1/97 3943727 30,000.00 9.38 311.1 65.22 OWNER 180 ADVANTA AMRESCO 11/1/97 3946837 37,000.00 7.95 352.52 34.91 OWNER 180 ADVANTA AMRESCO 10/1/97 3946910 112,000.00 8.85 889.12 80 OWNER 360 ADVANTA AMRESCO 11/1/97 3946969 83,400.00 9.2 683.09 60 OWNER 360 ADVANTA AMRESCO 11/1/97 3947017 33,500.00 10.38 367.82 33.17 OWNER 180 ADVANTA AMRESCO 11/1/97 3947033 67,200.00 10.25 732.45 70 OWNER 180 ADVANTA AMRESCO 11/1/97 3947041 37,200.00 9.38 309.55 59.52 OWNER 360 ADVANTA AMRESCO 11/1/97 3947058 31,050.00 11.5 307.49 69 OWNER 360 ADVANTA AMRESCO 11/1/97 3947181 104,000.00 9.5 1085.99 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947199 102,050.00 9.5 1065.63 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947223 122,400.00 11.25 1188.82 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3957164 133,600.00 10.1 1182.32 78.59 OWNER 360 ADVANTA AMRESCO 11/1/97 3957198 29,250.00 9.58 247.66 75 NON OWNER 360 ADVANTA AMRESCO 11/1/97 10012656 29,835.00 10.23 324.82 27.12 OWNER 180 ADVANTA AMRESCO 11/1/97 10017382 46,750.00 10.75 436.4 85 OWNER 360 ADVANTA AMRESCO 11/1/97 10017390 57,600.00 11.48 569.53 80 OWNER 360 ADVANTA AMRESCO 11/1/97 10017408 500,000.00 7.87 3623.61 73.75 OWNER 360 ADVANTA AMRESCO 11/1/97 10017457 28,000.00 11.38 274.72 70 OWNER 360 ADVANTA AMRESCO 11/1/97 10017614 38,800.00 10.7 360.73 79.84 OWNER 360 ADVANTA AMRESCO 11/1/97 10022465 29,000.00 10.58 322.01 58 OWNER 180 ADVANTA AMRESCO 11/1/97 TOTAL $ 3,868,685.00 SERVICER AMRESCO LOAN LOAN LAST ZIP PROPERTY MATURITY NUMBER NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ------- --------- ------- ------------------------- --------- --- ----- ---- ---------- 2361384 2361384AD RAMIXXX 3236 XXXX XXXX XX PASO TX 79936 SFR 12/01/2026 2365948 2365948AD WHIPXXX TRACX 0 XXXXXX XXXXX XXXX XXXXXXX XX 00000 XFR 02/01/2027 2366433 2366433AD LAGNXXX 1300 XXXXX XXXXX XXXXXX NAPLES FL 34105 SFR 02/15/2027 2366722 2366722AD MOSLXX 10930 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 02/15/2027 2651974 2651974AD LEE 1201 XXXXXX XXXXXX #3002 HONOLULU HI 96822 CONDO 03/01/2027 2652048 2652048AD HERRXX 1367 XXXXXXXX XXXXXX XXXXXXX XXX XX 00000 XFR 03/01/2027 2652220 2652220AD WATTX 1132 XXXXXXXXX XXXX SANGER TX 76266 SFR 03/01/2027 2653111 2653111AD GONZXXXX 1103 XXXXX XXXX XXXXXX XX 00000 XFR 03/15/2027 2882025 2882025AD ADEEB 2507 XXXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 04/01/2027 2882207 2882207AD WILKXXXXX 1121 XXXXXX XXX. ANDERSON IN 46016 SFR 04/01/2027 2882256 2882256AD SIMOXXXX 1975 XXXXXXXXX 000XX XXX. XXXXX XX 00000 XFR 05/01/2027 2882264 2882264AD WEST 2072 XXXXXXXX XXX. XXXXXXX XXX XX 00000 XFR 04/01/2027 2882447 2882447AD DOVERSOLA 676 XXXX XX. XXXXXXXX XX 00000 XFR 05/01/2027 2882454 2882454AD CALASH 115 XXXXX XX. XXX XXXXX XX 0000 XFR 05/01/2027 2882819 2882819AD ARMSXXXXX 824 XXXX XXXXX XXXX HAZELWOOD MO 63042 SFR 05/01/2027 2882884 2882884AD HAYEX 3855 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2882892 2882892AD CASTILLA 3828 X. 00XX XXXXXX #000 XXXXXXX XX 00000 XFR 04/01/2027 2882900 2882900AD MCCOXXXXX 132 XXXXX X XXXXXX XXXX XXXXX XX 00000 XFR 05/01/2027 2882934 2882934AD GALVXX 1204 XXXXXXXXXXXX XXX XXXXXX XX 00000 XFR 05/01/2027 2883197 2883197AD LUCIANO 47-700 XXX XXXX XX. #0 XXXXXXX XX 00000 XFR 05/01/2027 2883205 2883205AD NEWEXX 145 XXXXX XXXXXXX XX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883395 2883395AD CLEAXX 1405 XXXXXXXX XXX. PITTSBURGH PA 15216 SFR 05/01/2027 2883403 2883403AD EVERARD 160 XXXXX XXXXX PITTSBURGH PA 15237 SFR 05/01/2027 2883577 2883577AD KURIXX 35630 XXXXXX XXXXXXXX XX XX 00000 XFR 05/01/2027 2883585 2883585AD GEORXXXXXX 13490 XXXXXXX XXXX BROOK PARK OH 44142 SFR 05/01/2012 2883593 2883593AD DEPIXX 133-000 XXXXXXX XXX. HARTFORD CT 6106 SFR 05/01/2027 2883643 2883643AD CHARXXX 6960 XXXXXXX XXX. #141 SARASOTA FL 34231 SFR 05/01/2027 2883858 2883858AD GILLXXXX 25 CXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883882 2883882AD MIRAXXX 000 XXXXXXXX XX 00000 0-4 UNITS 05/01/2027 2883932 2883932AD GRIEBENOW 1331 XXXXX XXXXX XXXX XXXXXX XX 00000 XFR 05/01/2027 2883940 2883940AD BURCXXXX 200 XXXXXXX XXXXX XXXXXXX XX 00000 XFR 05/01/2027 2884005 2884005AD BURKX 3360 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 05/01/2027 2884260 2884260AD IVY 19750 XXXX XXXXX XXXX 00 XXXXXXXX XX 00000 XFR 05/01/2012 2884294 2884294AD BAUEX 706 XXXXXXX XXXX CINCINNATI OH 45226 SFR 05/01/2027 2884328 2884328AD HENEXX 2226 XXXXXXX XXX. REDONDO BCH CA 90278 TOWNHOUSE 05/01/2027 2884658 2884658AD WELLX 5812 XXXXXX XXX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2884708 2884708AD CLARX 2222 X. XXXXX XXXXXX XXX XXXXXX XX 00000 XOWNHOUSE 05/01/2027 2884716 2884716AD CLAYXXX 288 XXXXX XXXX #206 DESTIN FL 32541 TOWNHOUSE 05/01/2027 2884765 2884765AD HOLWXX 531 XXXX XXXXXX XX. PHOENIX AZ 85023 SFR 05/01/2027 2884872 2884872AD TRENXXXXXXX 0017 XXXXX XXXX XXXXX XXXXXX XX 00000 XFR 05/01/2027 2885028 2885028AD COMMONS 1160 XXXXXXXXX XX. XXXXXX XX 00000 XFR 05/01/2027 2885051 2885051AD MCANXXXXX 343 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2885242 2885242AD MITCXXXX 3215 XXXX XX. XXXXX XXX. XXXXXXX XX 00000 XFR 05/01/2027 2885333 2885333AD WALLER 37 VXXXXX XXX. DAYTON OH 45405 SFR 05/01/2027 2885481 2885481AD COOK 40 EXXX 000 XXXXXX XXXXX XX 00000 XFR 05/01/2027 2885499 2885499AD SCHUXXXX 3567 X. XXXXXXX XXXX INDIANAPOLI IN 46226 SFR 05/01/2027 2885549 2885549AD BOLLXXXXX 1313 XXXXX XXXX COLORADO SP CO 80909 SFR 05/01/2027 2885747 2885747AD KAYE 1010 XXXXX XXXXX XXXX XXXXXXX XXX XX 00000 XONDO 05/01/2027 2885820 2885820AD TANURCHIS 4515 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885838 2885838AD TANURCHIS 4636 XXXXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885846 2885846AD TANURCHIS 4509 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885853 2885853AD KEYS 11610 XXXXXXX XXXX #00 XXXXX XXXX XX 00000 XONDO 05/01/2027

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this Agreement, Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f) and (Ah) any Mortgaged Properties related of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; PROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., as Depositor By: ------------------------------------- Name: Title: FAIRBANKS CAPITAL CORP., as Servicer By: ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: EXHIBIT M FORM CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2002-HE3 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-HE3 I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ________________________________________ Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ________________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2003-HE2 Mortgage Pass-Through Certificates, Series 2003-HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Ocwen Federal Bank FSB, as servicer (the "Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Group I Pre-funding account or the Group II Pre-Funding Account Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the related MortgagesUnaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: MORGAN STANLEY ABS CAPITAL I INC., xx Depositor By: ------------------------------------ Name: Title: MASTER FINANCIAL, INC., as a Servicer By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [----------------------------------] By: ------------------------------------ Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: L-4 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE2 Mortgage Pass-Through Certificates, Series 2006-HE2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2006 (the "Pooling and Servicing Agreement"), among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Xxxxxx Xxxancial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Depositor does hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest accrued thereonin and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, as provided in this Subsequent Transfer Agreement, (A) or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any Mortgaged Properties related or all of the properties subject to the Subsequent Mortgage Loans converted Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to ownership through Foreclosure Proceedings or otherwisebe effected by either Servicer at the applicable Originator's expense, (B) any insurance policies related but only when accompanied by an opinion of counsel to the Subsequent effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans, and (C) . This Agreement shall be construed in accordance with the related Mortgages, Loan Agreements and other Mortgage File documents for laws of the Subsequent Mortgage Loans; State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. MORGAN STANLEY DEAN WITTER CAPITAL I INC., xx Xxxxxitor By:____________________________________ Name: Title: OCWEN FEDERAL BANK FSB, as a Servicer By:____________________________________ Name: Title: THE PROVIDENT BANK, as a Servicer By:____________________________________ Name: Title: By:____________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By:____________________________________ Name: Title: By:____________________________________ Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Saxon hereby affirms the representations and warranties set forth in Schedule IIIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. NATIXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By:[____________________________________] By: ------------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., ax Xxxxxitor By: ------------------------------------- Name: Title: SAXON MORTGAGE SERVICES, INC., as the Servicer By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: WELLS FARGO BANK, NATIONAL ASXXXXXTION, as Securities Administrator and Master Servicer By: ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: EXHIBIT N FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K Re: Natixis Real Estate Capital Trust 2007-HE2 (the "Trust."), Mortgage Pass-Through Certificates, Series 2007-HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2007, among Morgan Stanley ABS Capital I Inc., as Depositor, Natixis Real Estate Xxxxtal Inc., as Unaffiliated Seller, Wells Fargo Bank, National Association, as Master Servicer xxx Xecurities Administrator, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee -------------------------------------------------------------------- I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Mortgage Loan Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee in trust, on behalf of the Trust, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for including all amounts due or accruing on the Subsequent Mortgage LoansLoans on and after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.07 of the Pooling and Servicing Agreement; provided, however, that the Mortgage Loan Seller reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date. The Mortgage Loan Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth in Section 2.01 of the Pooling and Servicing Agreement and the proceeds of each of other items in the foregoingrelated Mortgage Files. The amount released from transfer to the Pre-Funding Account shall be one hundred percent (100%) of Trustee by the aggregate principal balances Mortgage Loan Seller of the Subsequent Mortgage Loans so transferred. Upon identified on the transfer Mortgage Loan Schedule shall be absolute and is intended by the Transferor Mortgage Loan Seller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans hereunder, such Subsequent by the Mortgage Loans and all other rights and interests with respect Loan Seller to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustTrust Fund.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Depositor does hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest accrued thereonin and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, as provided in this Subsequent Transfer Agreement, (A) or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any Mortgaged Properties related or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by either Servicer at the applicable Originator's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. The Depositor further certifies, to the best of its knowledge and after due inquiry, that, with respect to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwiseTransfer Date of [____________], (B2002, each condition precedent set forth in Section 2.01(c)(ii) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%iii) of the aggregate principal balances Pooling and Servicing Agreement, has been satisfied. This Agreement shall be construed in accordance with the laws of the Subsequent Mortgage Loans so transferredState of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. Upon the transfer This Agreement may be executed in one or more counterparts and by the Transferor different parties hereto on separate counterparts, each of the Subsequent Mortgage Loans hereunderwhich, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. MORGAN STANLEY DEAN WITTER CAXXXXX I XXX., as Depositor By:____________________________________ Name: Title: INDYMAC BANK, F.S.B., as a Servicer By:____________________________________ Name: Title: THE PROVIDENT BANK, as a Servicer By:____________________________________ Name: Title: By:____________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By:____________________________________ Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Transferor, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related MI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferred. Upon collected after the transfer by Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Transferor pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Certificate Administrator, at the direction of the Subsequent Mortgage Loans hereunderTransferor, such Subsequent Mortgage Loans and all other rights and interests each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The transfer to the Transferor by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Transferor, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Transferor on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Transferor as of the Trust.Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2001 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Certificate Administrator each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Certificate Administrator on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Issuer, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans, and including all principal received and interest accruing on the schedule delivered by Subsequent Mortgage Loans on and after the Transferor on such Transfer related Subsequent Cut-off Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or items with respect to such the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Home Equity Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on or after the Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trust Balance thereof and (ii) Indenture Trustee each item set forth in Section 2.2 of the Home Equity Loan Purchase Agreement. The transfer to the extent of Issuer by the Trust Balances Seller of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to identified on the Subsequent Mortgage Loans converted Loan Schedule shall be absolute and is intended by the Seller, the Issuer, the Indenture Trustee and the Noteholders to ownership through Foreclosure Proceedings or otherwiseconstitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, (B) any insurance policies related title and interest in and to the Subsequent Mortgage Loans, and (C) other property as and to the related Mortgagesextent described above. In the event the transactions set forth herein shall be deemed not to be a sale, Loan Agreements the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and other Mortgage File documents for interest in, to and under the Subsequent Mortgage Loans; , and the proceeds of each such other property, to secure all of the foregoingIssuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect Seller agrees to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder take or cause to be part taken such actions and to execute such documents, including without limitation the filing of the Trust.all necessary UCC-1

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., xx Xxxxsitor By: -------------------------------------- Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in the (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Trustee and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustTransfer Date).

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Originators do hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Depositor, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateOriginators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Originators on or with respect to such the Subsequent Mortgage Loan Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Depositor. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and are allocable Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Depositor set forth in Section 2.05 of the Loan Sale Agreement, dated as of ________ (the "Loan Sale Agreement"), among the Originators and the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Balance thereof and Purchaser, without recourse (iiexcept as otherwise explicitly provided for herein) to the extent all of the Trust Balances of the Subsequent Mortgage Loans its right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, and (C) exclusive of the related Mortgages, Loan Agreements and obligations of the Depositor or any other Mortgage File documents for Person with respect to the Subsequent Mortgage Loans; Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of each any related insurance policies on behalf of the foregoingPurchaser. The amount released from Depositor shall deliver the Pre-Funding Account shall be one hundred percent original Mortgage or mortgage assignment with evidence of recording thereon (100%except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the aggregate principal balances Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans so transferred. Upon specified in this Subsequent Transfer Agreement and the transfer Pooling and Servicing Agreement shall be borne by the Transferor of Depositor. The Originators and the Depositor hereby affirm the representations and warranties set forth in the Loan Sale Agreement, respectively, that relate to the Subsequent Mortgage Loans hereunder, such on the date hereof. The Originators and the Depositor each hereby deliver notice and confirm that each of the conditions set forth in Section 2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Depositor hereby affirms any of its representations and warranties set forth in the Loan Sale Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Issuer, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related PMI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of October 21, 1998 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.1(b) of the Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Issuer by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related PMI Policies shall be absolute and is intended by the Company, the Issuer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Issuer on the Subsequent Transfer Date of all the Company's right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related PMI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) of parties hereto acknowledge that the aggregate principal balances of Indenture Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related PMI Policies for the Transferor benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans hereunderand the related PMI Policies as designee and agent of the Issuer. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Company, as are necessary to perfect and protect the interests of the Issuer and its assignees in each Subsequent Mortgage Loans Loan, the related PMI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Securities Administrator's delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the mortgage pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicers, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Trustee (C) or the related Mortgages, Loan Agreements and other Mortgage File documents for Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Mortgage Loans; and the proceeds of each Transfer Date. The purchase price paid on behalf of the foregoing. The amount Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor Depositor shall, to the extent of the availability thereofon such Subsequent Transfer Date, on any Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse Fund (subject to Sections 2.2 the other terms and 2.4provisions of this Agreement) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans identified on the schedule Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Transferor Sponsor on such Subsequent Transfer Date, including its (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date Trust Balance and any Additional Balances thereon and all payments collections in respect of interest and principal thereon, from whatever source derived, which are received on or due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loan on or after Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to for deposit in Sub-Group I, Sub-Group II or Sub-Group III, as applicable, by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage LoansLoan shall be delivered to the Trustee or the applicable Custodian, and (C) on its behalf, at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteeSecurity Administrator's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Company of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for the benefit of the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Company in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Company on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Company reserves and retains all right, title and interest in and to (i) each principal due and interest accruing on the Subsequent Mortgage Loan listed Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the applicable Custodian on behalf of the schedule delivered Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and interest accrued thereonis intended by the Company, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Company to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee or the applicable Custodian at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Securities Administrator from amounts released from the Pre-Pre- Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Company). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Master Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwiseTrustee, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Supplemental Interest Trust Administrator and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans hereunder, such so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Mortgage Loans and all other rights and interests Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the mortgage pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Trustee (C) or the related Mortgages, Loan Agreements and other Mortgage File documents for Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Mortgage Loans; and the proceeds of each Transfer Date. The purchase price paid on behalf of the foregoing. The amount Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Depositor does hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest accrued thereonin and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, as provided in this Subsequent Transfer Agreement, (A) or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any Mortgaged Properties related or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by either Servicer at the applicable Originator's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. The Depositor further certifies, to the best of its knowledge and after due inquiry, that, with respect to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwiseTransfer Date of [____________], (B200[3], each condition precedent set forth in Section 2.01(c)(ii) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%iii) of the aggregate principal balances Pooling and Servicing Agreement, has been satisfied. This Agreement shall be construed in accordance with the laws of the Subsequent Mortgage Loans so transferredState of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. Upon the transfer This Agreement may be executed in one or more counterparts and by the Transferor different parties hereto on separate counterparts, each of the Subsequent Mortgage Loans hereunderwhich, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. MORGAN STANLEY DEAN WITTER CAXXXXX I XXX., as Depositor By:____________________________________ Name: Title: THE PROVIDENT BANK, as Servicer By:____________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By:____________________________________ Name: Title: EXHIBIT L FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K Re: Morgan Stanley Dean Witter Capital I Inc. Trust 2002-AM3 (the "Xxuxx"), Xxxxxxxx Xxxx-Through Certificates, Series 2002-AM3 ------------------------------------------------------------- I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------------- Name: Title: By: -------------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: -------------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer BY: COUNTRYWIDE GP, INC. By: -------------------------------------------- Name: Title: JPMORGAN CHASE BANK, as Trustee By: -------------------------------------------- Name: Title: ACKNOWLEDGED: FINANCIAL SECURITY ASSURANCE INC., as Certificate Insurer By: -------------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2004-HE3 Mortgage Pass-Through Certificates, Series 2004-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian"), JPMorgan Chase Bank, as trustee (the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Issuer, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans, and including all principal received and interest accruing on the schedule delivered by Subsequent Mortgage Loans on and after the Transferor on such Transfer related Subsequent Cut-off Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or items with respect to such the Subsequent Mortgage Loans to be delivered pursuant to Section 2.3 of the Home Equity Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on or after the Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trust Balance thereof and (ii) Indenture Trustee each item set forth in Section 2.3 of the Home Equity Loan Purchase Agreement. The transfer to the extent of Issuer by the Trust Balances Seller of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to identified on the Subsequent Mortgage Loans converted Loan Schedule shall be absolute and is intended by the Seller, the Issuer, the Indenture Trustee and the Noteholders to ownership through Foreclosure Proceedings or otherwiseconstitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, (B) any insurance policies related title and interest in and to the Subsequent Mortgage Loans, and (C) other property as and to the related Mortgagesextent described above. In the event the transactions set forth herein shall be deemed not to be a sale, Loan Agreements the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and other Mortgage File documents for interest in, to and under the Subsequent Mortgage Loans; , and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of California (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustthereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Sponsor does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Seller, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related assets, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Seller pursuant to the terms of this Instrument. Upon The Sponsor, contemporaneously with the transfer by delivery of this Instrument, has delivered or caused to be delivered to the Transferor Indenture Trustee, each item set forth in Section 2.05 of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans Sale and all other rights and interests Servicing Agreement with respect to such Subsequent Mortgage Loans and the related assets. The transfer to the Seller by the Sponsor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, Seller, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Sponsor, except for tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Sponsor to the Seller on the Subsequent Transfer Date of all the Sponsor's right, title and interest in and to the Subsequent Mortgage Loans and the related assets, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part such a sale, the Sponsor hereby grants to the Seller as of the TrustSubsequent Transfer Date a security interest in all of the Sponsor's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Sponsor's obligations hereunder, and this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans and the related assets for the benefit of the Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related assets as designee and agent of the Seller. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Seller and its assignees in each Subsequent Mortgage Loan, the related assets and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the related MortgagesUnaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: -------------------------------------- Name: Title: MASTER FINANCIAL, INC., as a Servicer By: ------------------------------------- Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [ ] ------------------------------------ By: ------------------------------------- Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: --------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE1 Mortgage Pass-Through Certificates, Series 2006-HE1, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer").

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the related MortgagesUnaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: MASTER FINANCIAL, INC., as a Servicer By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [----------------------------------] By: ------------------------------------ Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: L-4 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE2 Mortgage Pass-Through Certificates, Series 2006-HE2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date and all collections in respect of its interest and principal due after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the mortgage pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Trustee (C) or the related Mortgages, Loan Agreements and other Mortgage File documents for Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Mortgage Loans; and the proceeds of each Transfer Date. The purchase price paid on behalf of the foregoing. The amount Trustee from amounts released from the Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trust, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related assets, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trust pursuant to the terms of this Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Instrument, has delivered or caused to be delivered to the Transferor Indenture Trustee, at the direction of the Subsequent Mortgage Loans hereunderSponsor, such Subsequent Mortgage Loans each item set forth in Section 2.05 of the Sale and all other rights and interests Servicing Agreement with respect to such Subsequent Mortgage Loans and the related assets. The transfer to the Trust by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, Seller, the Trust, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller, except for tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related assets, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part such a sale, the Seller hereby grants to the Trust as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans and the related assets for the benefit of the Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related insurance policies as designee and agent of the Trust. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Trust and its assignees in each Subsequent Mortgage Loan, the related insurance policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Depositor does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Issuing Entity, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Issuing Entity pursuant to the terms of this Depositor’s Instrument. The Depositor, contemporaneously with the delivery of this Depositor’s Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the Issuing Entity, each item set forth in Section 2.10(b) of the Sale and Servicing Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Issuing Entity by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Issuing Entity, the Sponsor, the Servicer, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Issuing Entity on the Subsequent Transfer Date of all the Depositor’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, and (C) other property as and to the related Mortgagesextent described above. In the event the transactions set forth herein shall be deemed not to be a sale, Loan Agreements the Depositor hereby grants to the Issuing Entity as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and other Mortgage File documents for interest in, to and under the Subsequent Mortgage Loans; , and the proceeds of each such other property, to secure all of the foregoing. The amount released from Depositor’s obligations hereunder, and this purchase agreement shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) of parties hereto acknowledge that the aggregate principal balances of Indenture Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon for the transfer by benefit of the Transferor of Noteholders, holds the Subsequent Mortgage Loans hereunderas designee and agent of the Issuing Entity. The Depositor agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Issuing Entity and its assignees in each Subsequent Mortgage Loans Loan and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(p), 3.01(o) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer BY: COUNTRYWIDE GP, INC. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2004-HE4 Mortgage Pass-Through Certificates, Series 2004-HE4, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor Depositor shall, to the extent of the availability thereofon such Subsequent Transfer Date, on any Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse Fund (subject to Sections 2.2 the other terms and 2.4provisions of this Agreement) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans identified on the schedule Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Transferor Seller on such Subsequent Transfer Date, including its (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date Trust Balance and any Additional Balances thereon and all payments collections in respect of interest and principal thereon, from whatever source derived, which are received on or due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loan on or after Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to for deposit in the extent of applicable Loan Group by the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage LoansLoan shall be delivered to the Trustee or the Custodian, and (C) as its agent, at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Transferor Depositor of all or a portion of the amount on deposit balance of related funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor Depositor shall, to the extent of the availability thereofon such Subsequent Transfer Date, on any Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse Fund (subject to Sections 2.2 the other terms and 2.4provisions of this Agreement) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans identified on the schedule Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Transferor Sponsor on such Subsequent Transfer Date, including its (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date Trust Balance and any Additional Balances thereon and all payments collections in respect of interest and principal thereon, from whatever source derived, which are received on or due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loan on or after Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to for deposit by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Sponsor, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage LoansLoan shall be delivered to the Trustee or the Custodian, and (C) on its behalf at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferredtransferred (as identified on the Mortgage Loan Schedule). Upon the transfer by the Transferor This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this Agreement, Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f) and (Ah) any Mortgaged Properties related of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to as of the Subsequent Mortgage Loans, date hereof. The Unaffiliated Seller hereby delivers notice and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of confirms that each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%conditions set forth in Section 2.01(c) of the aggregate principal balances Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Mortgage Loans so transferred. Upon Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the transfer properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Transferor Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Subsequent Certificateholders or is necessary for the administration or servicing of the Mortgage Loans hereunderLoans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, such Subsequent Mortgage Loans and all other rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; PROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., xx Xxxoxxxxx By: ------------------------------------- Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Originators do hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Seller, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateOriginators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Originators on or with respect to such the Subsequent Mortgage Loan Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and are allocable Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of September 1, 1998 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Balance thereof and Depositor, without recourse (iiexcept as otherwise explicitly provided for herein) to the extent all of the Trust Balances of the Subsequent Mortgage Loans its right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, exclusive of the obligations of the Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and (C) all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Seller on or with respect to the Subsequent Mortgage Loans on or after the related MortgagesSubsequent Cut-Off Date, Loan Agreements together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other Mortgage File documents required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans; , exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of each any related insurance policies on behalf of the foregoingPurchaser. The amount released from Depositor shall deliver the Pre-Funding Account shall be one hundred percent original Mortgage or mortgage assignment with evidence of recording thereon (100%except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the aggregate principal balances Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans so transferred. Upon specified in this Subsequent Transfer Agreement and the transfer Pooling and Servicing Agreement shall be borne by the Transferor of Seller. The Originators and the Seller hereby affirm the representations and warranties set forth in the Unaffiliated Seller's Agreement, respectively, that relate to the Subsequent Mortgage Loans hereunder, such on the date hereof. The Originators and the Seller each hereby deliver notice and confirm that each of the conditions set forth in Section 2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Depositor hereby affirms any of its representations and warranties set forth in the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC. as Originator By: ---------------------------------- Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By: ---------------------------------- Name: Title: NEW JERSEY MORTGAGE INVESTMENT CORP., as Originator By: ---------------------------------- Name: Title: ABFS 1998-3, INC., as Seller By: ---------------------------------- Name: Title: PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as Depositor By: ---------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Company, without recourse (subject to Sections 2.2 and 2.4) recourse, all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and the related MI Policies, all scheduled payments of principal and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to on the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to due after the Subsequent Mortgage LoansCut-off Date, and (C) the related Mortgages, Loan Agreements all other payments of principal and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of interest on the Subsequent Mortgage Loans so transferredcollected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller’s Instrument. Upon The Seller, contemporaneously with the transfer by delivery of this Seller’s Instrument, has delivered or caused to be delivered to the Transferor Custodian, at the direction of the Subsequent Mortgage Loans hereunderCompany, such Subsequent Mortgage Loans and all other rights and interests each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The transfer to the Company by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Company, the Custodian, the Trustee, the Class A-1 Insurer and the Certificateholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed for all purposes hereunder not to be part a sale, the Seller hereby grants to the Company as of the TrustSubsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. As of March 27, 1997 (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre"Subsequent Cut-Funding Account net of any Pre-Funding EarningsOff Date"), the Transferor shall, to the extent of the availability thereof, on any Transfer Date Company does hereby irrevocably transfer, assign, set over setover and otherwise convey to the Trust Purchaser, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, benefits accruing from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans which are delivered to the Custodian on behalf of the Trustee herewith (and interest accrued thereon, all substitutions therefor as provided in this by Sections 3.3, 3.4 and 3.6 of the Pooling and Servicing Agreement), (A) any Mortgaged Properties together with the related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or otherwisedeed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (B) including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance policies related and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and (C) the related Mortgagesevery kind, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of each any of the foregoing). The amount released from Company shall deliver the Pre-Funding Account original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be one hundred percent (100%) of borne by the aggregate principal balances of Company. The Company hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Company and the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor as of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans date hereof. The Company hereby delivers notice and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part confirms that each of the Trust.conditions set forth in Section 3.8(b), 3.8(c) and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE CHASE MANHATTAN BANK COMPANY, as the Company as Trustee for First Alliance Mortgage Loan Trust 1997-1 By: /S/ Brian Chisick By: /S/ Denis Kelly ----------------------------- --------------------------- Name: Xxxxx Xxxxxck Name: Denis Kelly Title:President Title:Trust Officer FIRXX XXXXXXXX MORTGAGE Dated: March 27, 1997 COMPANY, as Servicer By: /S/ Brian Chisick ----------------------------- Name: Brian Chisick Title: President XXXXXXT B LOAN SCHEDULE - XXXXX 0 (XXXED) EXHIBIT B LOAN SCHEDULE - GROUP II (ADJUSTABLE) Xxxx Xxxxx Appraised Orig Number Property Address Type Value Type -------------------------------------------------------------------------------- 106040 2924 E ORANGE GROVE AVE P 163,000 B 106047 506 PIERPONT DRIVE P 192,000 X 000000 0000 XXXXX XOINT VIEW ST. P 273,000 X 000000 000 XXXT 95TH STREET P 129,000 X 000000 00000 Xxxxxxxn Ave P 138,000 X 000000 0000 XXXX 132ND PLACE P 160,000 X 000000 0000 XXYO COURT P 140,000 X 000000 000 XXXXX 19TH STREET P 80,000 X 000000 0000 LA MESA DRIVE P 251,000 X 000000 000 XXXXXXL AVE P 109,000 X 000000 0000 XXNTEREY DRIVE P 281,000 X 000000 0000 LOMA VISTA AVE I 156,000 X 000000 0000 XXXENSCOURT BOULEVARD P 116,000 X 000000 00 XXXXXCKET AVE P 233,000 X 000000 00000 XXXXXXXX STREET P 112,000 X 000000 0000 W. GRAND AVENUE P 88,000 X 000000 0000 XXXXXY AVENUE P 140,000 X 000000 0000 XXX JUAN RD. P 265,000 X 000000 0000 XXLUMET CT. P 175,000 X 000000 00000 JOHANSEN DR. P 220,000 X 000000 0000 BAMBI LANE I 175,000 B 800000 000 KEEWAYDIN CT. P 185,000 X 0000000 0000 CAMROSE PLACE P 140,000 X 0000000 0000 CAMPBELLTON ROAD SW P 85,000 X 0000000 00000 XE 12TH PL P 198,000 X 0000000 0000 X. 000XH ST P 127,000 X 0000000 0000 WEST ALAMO DRIVE P 118,000 X 0000000 0000 XEAKVIEW CIR P 134,000 X 0000000 0000 XXXX PORTLAND DRIVE P 178,000 X 0000000 0000 XAST 98TH AVENUE P 100,000 X 0000000 0000 XXXXXXX STREET P 125,000 X 0000000 0000 XXXX 61ST AVENUE P 115,000 X 0000000 000 XXXXE DRIVE P 175,000 X 0000000 0000 X. XXRAMIE AVENUE P 108,000 X 0000000 000 S. RIVERSIDE DRIVE P 164,000 X 0000000 000 XXXXXXX ROAD P 133,000 X 0000000 0000 XXXXXXSIN AVENUE P 135,000 X 0000000 000 LYNBROOK DRIVE P 165,000 X 0000000 0000 X. XXFFERY BOULEVARD P 150,000 X 0000000 0000 X. 29TH PLACE P 125,000 X 0000000 0000 RIDGE DRIVE P 132,000 X 0000000 0000 X. 48TH COURT P 116,000 X 0000000 00000 SW 200 STREET P 74,000 X 0000000 000 X 01 PL I 124,000 X 0000000 00000 XXRONADO LANE P 220,000 X 0000000 13980 SHIREVA CT P 214,000 X 0000000 000 XXXXAN OAK CT P 110,000 B 2101686 3935 NE 16TH AVE P 143,000 X 0000000 0000 XW PATTON CT P 270,000 X 0000000 00000 SW 144TH P 231,000 X 0000000 000 RIVERVIEW DRIVE P 85,000 X 0000000 000 E. ADAMS I 94,000 X 0000000 0000 XXXLIAMSBURG DR. P 126,000 B 2000000 0140 CHASE AVE. P 122,000 X 0000000 0000 X.X. 13TH STREET P 80,000 X 0000000 000 SOUTH ROSE BLVD. P 225,000 X 0000000 0000 XXXXXE MOUNTAIN ROAD P 106,000 X 0000000 0000 XXXDOWBROOK BLVD. P 138,000 X 0000000 0000 XXX XXXX TRAIL P 122,000 X 0000000 0000 XXXXXS ROAD P 126,000 X 0000000 0000 XXXNY LANE P 113,000 X 0000000 0000 WEST 220TH STREET P 93,000 X 0000000 000 CHARRING CROSS DRIVE P 115,000 X 0000000 0000 X. XXXUARO DR. P 160,000 X 0000000 0000 X XXXXXXIA JANE DR P 158,000 X 0000000 00000 X 29TH PL P 152,000 X 0000000 0000 X XXSTINE P 158,000 X 0000000 000 N. 825 W. P 90,000 X 0000000 0000 X. 0000 X. X 000,000 X 0000000 037 E. 5300 S. P 120,000 B 2801088 325 FAXON AVENUE P 205,000 B 2801106 3416 SE WOODWARD ST P 139,000 X 0000000 000 KNOLLFIELD WAY P 280,000 X 0000000 00 XXISTEN CIRCLE ROAD P 152,000 X -------------------------------------------------------------------------------- EXHIBIT B LOAN SCHEDULE - GROUP II (ADJUSTABLE) Loan Occup Appraised Orig Number Property Address Type Value Type -------------------------------------------------------------------------------- 2900469 420 MADISON AVE P 105,000 B 2900471 134 GIRARD AVE. P 115,000 X 0000000 000 SUNNYSIDE RD P 124,000 X 0000000 000 PATTON AVE P 118,000 X 0000000 000 XEST AVE P 205,000 X 0000000 00 ELM RD. P 195,000 X 0000000 011 CARLISLE TERRACE P 200,000 X 0000001 85 W. EDSALL BLVD P 217,000 X 0000000 00 XXXXX RD. P 141,000 X 0000000 00 CORTLANDT ST. P 160,000 X 0000000 32 POMONA AVE P 111,000 X 0000000 0 XXNNETH CT. P 174,000 X 0000000 00 CHESTNUT STREET P 139,000 X 0000000 0 W. WILLIAM ST. P 150,000 X 0000000 00 XXXXDON AVE P 116,000 X 0000000 000 STEVENS AVE P 108,000 X 0000000 000 CHELSEA AVE P 135,000 X 0000000 000 W 18 ST P 140,000 X 0000000 000 LEXINGTON AVE P 133,000 X 0000000 90 WOODS ROAD P 127,000 X 0000000 00 XXXNUE B P 160,000 X 0000000 0018 MILBURN AVE I 200,000 X 0000000 2314 MILBURN AVE P 176,000 X 0000000 000 XVANS AVE I 190,000 X 0000000 00 XXVIS ST P 118,000 X 0000000 0056 LINCOLN BLVD P 116,000 X 0000000 29 CAMPBELL DR. P 312,000 X 0000000 0 XXXXES PLACE P 145,000 X 0000000 00 HALE PLACE P 140,000 X 0000000 00 PILGRIM LANE P 155,000 X 0000000 00 HILLSIDE ROAD P 157,000 X 0000000 00 XMITYVILLE ST P 136,000 X 0000000 000 XALF HOLLOW ROAD P 157,000 X 0000000 000 XOQUETTE AVENUE P 185,000 X 0000000 000 XXXXX ATLANTA AVE P 172,000 X 0000000 000-00 079TH STREET P 161,000 X 0000000 000 XXXX 01ST STREET P 226,000 X 0000000 00-00 000TH ST P 190,000 X 0000000 000 XXXX 53RD STREET P 150,000 X 0000000 00000 000XX XXXXXX X 000,000 X 0000000 000-00 XXRMERS BLVD P 147,000 X 0000000 000-00 SUNBURY ROAD P 141,000 X 0000000 000-00 019TH ROAD P 142,000 X 0000000 000 XXXXSON AVENUE P 124,000 X 0000000 000 XXMMIT ROAD P 205,000 X 0000000 000 XXXTON ROAD P 226,000 X 0000000 00 XVELYN TERRACE P 130,000 X 0000000 00 SEYMOUR TERRACE P 172,000 X 0000000 00 RALEIGH ROAD P 172,000 X 0000000 0 XXXXX STREET P 100,000 X 0000000 000 FEDERAL TWIST RD P 220,000 X 0000000 00 ASHMALL AVENUE P 108,000 X 0000000 00 XXXXX STREET P 131,000 X 0000000 00 XXXMONT AVE I 108,000 X 0000000 0000 EAST DOWNINGTON AVENUE P 95,000 X 0000000 0001 ALLISON STREET I 230,000 X 0000000 00000 XXXXX XXXX 93RD AVENUE P 115,000 X 0000000 000 XXXXH CLAREMONT AVE P 165,000 X 0000000 0000 XXXXX XXXXXX STREET P 146,000 X 0000000 0000 XXXXX XASSAULT STREET P 130,000 X 0000000 00000 XXXXX 0775 WEST P 153,000 X 0000000 0000 XXXXX XXXEDO COURT P 123,500 A 8301325 375 NORTHEAST 102ND ST P 185,000 X 0000000 0000 XXXXXXXXD DRIVE P 156,000 X 0000000 0000 XXXX 0XH AVENUE P 92,000 X 0000000 000 X. XXMESTONE RD P 107,000 X 0000000 0000 X XXREET P 125,000 X 0000000 0000 XXXDLEBROOK BLVD. P 98,000 A 8301391 14460 E. MONTANA CIRCLE P 142,000 X 0000000 00 XXXXX XENTER STREET S 102,000 X 0000000 0000 00XX XXENUE COURT WEST P 182,000 X 0000000 00000 XXXXXXXXX XXXX S 162,000 X 0000000 0000 XXXXXXX XXXX P 185,000 X 0000000 0000 XXXXT WEST VINEYARD DRIVE P 185,000 X -------------------------------------------------------------------------------- EXHIBIT B LOAN SCHEDULE - GROUP II (ADJUSTABLE)

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(o), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Master Financial and Saxon hereby affirm the representations and warranties set forth in Schedules IIA and IIIA, respectively, to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the related MortgagesUnaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By:_______________________________________ Name: Title: By:_______________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By:_______________________________________ Name: Title: MASTER FINANCIAL, INC., as a Servicer By:_______________________________________ Name: Title: SAXON MORTGAGE SERVICES, INC., as a Servicer BY: [____________________________] By:_______________________________________ Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator and Master Servicer By:_______________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By:_______________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services, Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and Xxxxx Fargo Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Company does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Trustee, without recourse recourse, (subject to Sections 2.2 and 2.4i) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans and the related MI Policies, all scheduled payments of principal and interest on the schedule delivered by Subsequent Mortgage Loans due after the Transferor on such Transfer Subsequent Cut-off Date, including its and all other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-Off off Date Trust Balance and (minus that portion of any Additional Balances thereon and all such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest and principal thereon, from whatever source derived, which are received due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 2004 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable Loans. The transfer to the Trust Balance thereof and (ii) to Trustee by the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the Trustee, the Custodian, the Class A-1 Insurer and the Certificateholders to constitute and to be treated as a sale by the Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Transfer Date of all the Company’s right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related and to the Subsequent Mortgage Loans converted and the related MI Policies, and other property as and to ownership through Foreclosure Proceedings or otherwisethe extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, (B) any insurance policies related the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and (C) the related Mortgagessuch other property, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each to secure all of the foregoing. The amount released from Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the Pre-Funding Account shall be one hundred percent (100%) parties hereto acknowledge that the Custodian on behalf of the aggregate principal balances of Trustee, in addition to holding the Subsequent Mortgage Loans so transferred. Upon and the transfer by related MI Policies for the Transferor benefit of the Certificateholders, holds the Subsequent Mortgage Loans hereunderand the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, such including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loans Loan, the related MI Policies and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the Trustproceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date off Date, together with all of its right, title and are allocable interest in and to the Trust Balance thereof and (ii) to the extent proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h), 3.01(n), 3.01(p) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By:_________________________________________ Name: Title: By:_________________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By:_________________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By:_________________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By:_________________________________________ Name: Title: By:_________________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: CDC Mortgage Capital Trust 2004-HE1 Mortgage Pass-Through Certificates, Series 2004-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) Subject The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration obligations of the Trustee's delivery Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or upon with respect to the order Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding EarningsDepositor. The Depositor does hereby irrevocably sell, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut -off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-Off off Date and are allocable to the Trust Balance thereof and (ii) to the extent of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this AgreementSubsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), (A3.01(h) any Mortgaged Properties related and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans converted as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related the Pooling and Servicing Agreement with respect to the Subsequent Mortgage LoansLoans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and (C) in any other appropriate public recording office or elsewhere, such recordation to be effected by the related MortgagesServicer at the Unaffiliated Seller's expense, Loan Agreements but only when accompanied by an opinion of counsel to the effect that such recordation materially and other Mortgage File documents beneficially affects the interests of the Certificateholders or is necessary for the Subsequent administration or servicing of the Mortgage Loans; . This Agreement shall be construed in accordance with the laws of the State of New York and the proceeds obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans which, when so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loans hereunderexecuted, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: -------------------------------------- Name: Title: FAIRBANKS CAPITAL CORP., as Servicer By: -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR --------------------- Re: CDC Mortgage Capital Trust 2003-HE1 Mortgage Pass-Through Certificates, Series 2003-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the "Trustee"), and Fairbanks Capital Corp., as servicer (the "Servicer"). I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Originators do hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Seller, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateOriginators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Originators on or with respect to such the Subsequent Mortgage Loan Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and are allocable Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of September 1, 1997 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Balance thereof and Depositor, without recourse (iiexcept as otherwise explicitly provided for herein) to the extent all of the Trust Balances of the Subsequent Mortgage Loans its right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, exclusive of the obligations of the Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and (C) all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Seller on or with respect to the Subsequent Mortgage Loans on or after the related MortgagesSubsequent Cut-Off Date, Loan Agreements together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other Mortgage File documents required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans; , exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of each any related insurance policies on behalf of the foregoingPurchaser. The amount released from Depositor shall deliver the Pre-Funding Account shall be one hundred percent original Mortgage or mortgage assignment with evidence of recording thereon (100%except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the aggregate principal balances Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans so transferred. Upon specified in this Subsequent Transfer Agreement and the transfer Pooling and Servicing Agreement shall be borne by the Transferor of Seller. The Originators and the Seller hereby affirm the representations and warranties set forth in the Unaffiliated Seller's Agreement, respectively, that relate to the Subsequent Mortgage Loans hereunder, such on the date hereof. The Originators and the Seller each hereby deliver notice and confirm that each of the conditions set forth in Section 2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Depositor hereby affirms any of its representations and warranties set forth in the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC. as Originator By: _____________________________________ Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By: _____________________________________ Name: Title: ABFS 1997-1, INC., as Seller By: _____________________________________ Name: Title: PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as Depositor By: _____________________________________ Name: Title: THE CHASE MANHATTAN BANK, as Trustee By: _____________________________________ Name: Title:

Conveyance of Subsequent Mortgage Loans. (af) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's Security Administrator’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Company of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for the benefit of the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Company in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Company on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Company reserves and retains all right, title and interest in and to (i) each principal due and interest accruing on the Subsequent Mortgage Loan listed Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the applicable Custodian on behalf of the schedule delivered Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and interest accrued thereonis intended by the Company, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Company to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee or the applicable Custodian at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Securities Administrator from amounts released from the Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Company). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. As of September 30, 1996 (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre"Subsequent Cut-Funding Account net of any Pre-Funding EarningsOff Date"), the Transferor shall, to the extent of the availability thereof, on any Transfer Date Company does hereby irrevocably transfer, assign, set over setover and otherwise convey to the Trust Purchaser, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, benefits accruing from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans which are delivered to the Trustee herewith (and interest accrued thereon, all substitutions therefor as provided in this by Sections 3.3, 3.4 and 3.6 of the Pooling and Servicing Agreement), (A) any Mortgaged Properties together with the related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or otherwisedeed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (B) including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance policies related and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and (C) the related Mortgagesevery kind, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of each any of the foregoing). The amount released from Company shall deliver the Pre-Funding Account original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be one hundred percent (100%) of borne by the aggregate principal balances of Company. The Company hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Company and the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor as of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans date hereof. The Company hereby delivers notice and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part confirms that each of the Trust.conditions set forth in Section 3.8(b), 3.8(c) and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE BANK OF NEW YORK COMPANY, as the Company as Trustee for First Alliance Mortgage Loan Trust 1996-3 By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx ------------------------------ ------------------------------ Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President Title: Assistant Treasurer and Chief Financial Officer FIRST ALLIANCE MORTGAGE Dated: September 30, 1996 COMPANY, as Servicer By: /s/ Xxxx Xxxxx ----------------------------- Name: Xxxx Xxxxx Title: Executive Vice President and Chief Financial Officer EXHIBIT B LOAN SCHEDULE - GROUP I (FIXED)

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccounts, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer to the Trustee by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, as provided in this Agreementthe Master Servicer, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; Trustee and the proceeds of each of the foregoing. The amount released from the Pre-Funding Account shall Certificateholders to constitute and to be one hundred percent (100%) of the aggregate principal balances treated as a sale of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Transferor Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans hereunder, such Subsequent so transferred (as identified on the Mortgage Loans and all other rights and interests Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part Section 860G(a)(3)(A)(ii) of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Originators do hereby irrevocably sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Seller, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateOriginators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Originators on or with respect to such the Subsequent Mortgage Loan Loans on or after the related Cut-Subsequent Cut Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Mortgage Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and are allocable Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Balance thereof and Depositor, without recourse (iiexcept as otherwise explicitly provided for herein) to the extent all of the Trust Balances of the Subsequent Mortgage Loans its right, title and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related and to the Subsequent Mortgage Loans, exclusive of the obligations of the Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and (C) all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Seller on or with respect to the Subsequent Mortgage Loans on or after the related MortgagesSubsequent Cut Off Date, Loan Agreements together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Mortgage Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other Mortgage File documents required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans; , exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut Off Date of each any related insurance policies on behalf of the foregoingPurchaser. The amount released from Depositor shall deliver the Pre-Funding Account shall be one hundred percent original Mortgage or mortgage assignment with evidence of recording thereon (100%except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the aggregate principal balances Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans so transferred. Upon specified in this Subsequent Transfer Agreement and the transfer Pooling and Servicing Agreement shall be borne by the Transferor of Seller. The Originators and the Seller hereby affirm the representations and warranties set forth in the Unaffiliated Seller's Agreement, respectively, that relate to the Subsequent Mortgage Loans hereunder, such on the date hereof. The Originators and the Seller each hereby deliver notice and confirm that each of the conditions set forth in Section 2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Depositor hereby affirms any of its representations and warranties set forth in the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC., as Originator By:_____________________________________ Name: Title: AMERICAN BUSINESS MORTGAGE SERVICES, INC., as Originator By:_____________________________________ Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By:_____________________________________ Name: Title: ABFS 2003-1, INC., as Seller By:_____________________________________ Name: Title: BEAR XXXXXXX ASSET BACKED SECURITIES INC., as Depositor By:_____________________________________ Name: Title: JPMORGAN CHASE BANK, as Trustee By:_____________________________________ Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) Subject [BNC/IFC] does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the satisfaction Unaffiliated Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the conditions obligations of [BNC/IFC] with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Originators on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-Off Date of any related insurance policies. [BNC/IFC] shall deliver the required documentation in accordance with the delivery requirements set forth in Section 2.1 and paragraph (b) below, in consideration 2.01 of the Trustee's delivery Pooling and Servicing Agreement. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to or upon the order Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the Transferor of all or a portion obligations of the amount Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on deposit or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the Preproceeds received after such Subsequent Cut-Funding Account net Off Date of any Pre-Funding Earnings, the Transferor shall, to the extent related insurance policies on behalf of the availability thereofDepositor. The Depositor does hereby irrevocably sell, on any Transfer Date transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed on Loans, exclusive of the schedule delivered by obligations of the Transferor on such Transfer DateDepositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received collected by the Depositor on or with respect to such the Subsequent Mortgage Loan on or Loans after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of any related insurance policies on behalf of the Trust Balances Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and interest accrued thereon, as provided specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Responsible Parties and the Unaffiliated Seller hereby affirm the representations and warranties set forth in the Pooling and Servicing Agreement, (A) any Mortgaged Properties related respectively, that relate to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to on the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; date hereof. The Responsible Parties and the proceeds of Unaffiliated Seller each hereby deliver notice and confirm that each of the foregoing. The amount released from the Pre-Funding Account shall be one hundred percent (100%conditions set forth in Section 2.01(c) of the aggregate principal balances Pooling and Servicing Agreement are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Mortgage Loans so transferred. Upon Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the transfer properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Transferor Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Subsequent Certificateholders or is necessary for the administration or servicing of the Mortgage Loans hereunderLoans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, such Subsequent Mortgage Loans and all other rights and interests remedies of the parties hereunder shall be determined in accordance with respect such laws, without giving effect to such Subsequent Mortgage Loans the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed for all purposes hereunder to be part an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the TrustPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; PROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. BNC MORTGAGE, INC. , as a Responsible Party By: ---------------------------------------------- Name: Title: IMPAC FUNDING CORPORATION, as a Responsible Party By: ---------------------------------------------- Name: Title: CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ---------------------------------------------- Name: Title: By: ---------------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ---------------------------------------------- Name: Title: OCWEN FEDERAL BANK FSB, as Servicer By: ---------------------------------------------- Name: Title: BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: ---------------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. As of March 10, 1997 (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings"Subsequent Transfer Date"), the Transferor shall, to the extent of the availability thereof, on any Transfer Date Seller does hereby irrevocably transfer, assign, set over and otherwise convey to the Trust Depositor and the Depositor does hereby irrevocably transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to Sections 2.2 and 2.4except as otherwise explicitly provided for herein) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, benefits accruing from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans (other than any principal received and interest accrued thereonpayments received thereon on or prior to March 1, 1997 whether or not received) (such date, the "Subsequent Cut-Off Date") which are delivered to the Trustee herewith (and all substitutions therefor as provided in this by Sections 3.04, 3.05 and 3.06 of the Pooling and Servicing Agreement), (A) any Mortgaged Properties together with the related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or otherwisedeed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (B) including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance policies related and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and (C) the related Mortgagesevery kind, Loan Agreements and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The Seller shall deliver the original Mortgage File or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.05 and 3.07 of the Pooling and Servicing Agreement. The costs relating to the delivery of the documents for specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Seller. The Seller hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to the Seller and the Subsequent Mortgage Loans; Loans as of the date hereof. The Seller hereby delivers notice and the proceeds of confirms that each of the foregoingconditions set forth in Section 3.07(b) and 3.07(c) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The amount released from Pursuant to Section 3.07(a) of the PrePooling and Servicing Agreement, the Seller hereby instructs the Trustee to release one-Funding Account shall be one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon transferred from the transfer by the Transferor Pre-Funding Account, $5,670,263, pursuant to this Subsequent Transfer Agreement and to include $5,670,263 of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans listed in Schedule 2 hereto in Group II. All terms and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part conditions of the Trust.Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMRESCO RESIDENTIAL SECURITIES CORPORATION as Depositor By: /s/ Janice M. Cott -------------------------------------- Name: Janice M. Cott Title: Vxxx Xxxxxdent AMRESCO RESIDENTIAL CAPITAL MARKETS, INC. as Seller By: /s/ Janice M. Cott -------------------------------------- Name: Janice M. Cott Title: Vxxx Xxxxxdent AMRESCO RESIDENTIAL SECURITIES CORPORATION MORTGAGE LOAN TRUST 1996-5, by The Chase Manhattan Bank as Trustee By: /s/ Kimberly K. Costa -------------------------------------- Name: Title: Dated: March 10, 1997 AMRESCO Mortgage Loan Schedule - Prefund III 1996-5 Group 2 Adjustable Rate Loans

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Cut-off Date and all collections in respect of its interest and principal due after the related Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect Loans prior to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to Trustee for deposit in the extent of mortgage pool by the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and Loan shall be delivered to the Trustee (Cor the Custodian on its behalf) at least three (3) Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each Transfer Date. 135 The purchase price paid on behalf of the foregoing. The amount Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the related Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Transferor Company of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor shall, to the extent of the availability thereof, Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee for the benefit of the Trust without recourse (Fund but subject to Sections 2.2 the other terms and 2.4provisions of this Agreement all of the right, title and interest of the Company in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Company on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all of its items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Company reserves and retains all right, title and interest in and to (i) each principal due and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule delivered related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and interest accrued thereonis intended by the Company, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Company to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loans, and (C) Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Company). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) belowThe Seller does hereby sell, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse (recourse, but subject to Sections 2.2 the other terms and 2.4provisions of the Pooling and Servicing Agreement all of the right, title and interest of the Depositor in the (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto and delivered by the Depositor on the date hereof, (ii) all interest accruing thereon on and after the date hereof and all collections in respect of its interest and principal due after the date hereof and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.07 of the Pooling and Servicing Agreement and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to (i) each principal received and interest accruing on the Subsequent Mortgage Loan listed on Loans prior to the schedule related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this Instrument, have delivered or caused to be delivered to the Depositor and the Trustee, respectively, each applicable item set forth in Section 2.07 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances Seller of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to identified on the attached Schedule of Subsequent Mortgage Loans converted shall be absolute and is intended by the Seller to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related constitute and to be treated as a sale by the Seller to the Subsequent Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingDepositor. The amount released from transfer to the Pre-Funding Account shall be one hundred percent (100%) of Trustee by the aggregate principal balances Depositor of the Subsequent Mortgage Loans so transferred. Upon identified on the transfer by the Transferor attached Schedule of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder absolute and is intended by the Depositor, the Servicer, the Trustee, the Supplemental Interest Trust Trustee and the Certificateholders to constitute and to be part treated as a sale by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the TrustSubsequent Transfer Date). Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Transferor Depositor of all or a portion of the amount on deposit balance of funds in the Pre-Funding Account net of any Pre-Funding EarningsAccount, the Transferor Depositor shall, to the extent of the availability thereofon such Subsequent Transfer Date, on any Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust without recourse Fund (subject to Sections 2.2 the other terms and 2.4provisions of this Agreement) all of its right, title and interest in and to (i) each the Subsequent Mortgage Loan listed Loans identified on the schedule Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Transferor Sponsor on such Subsequent Transfer Date, including its (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date Trust Balance and any Additional Balances thereon and all payments collections in respect of interest and principal thereon, from whatever source derived, which are received on or due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loan on or after Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-Off Date and are allocable off Date. The transfer to the Trust Balance thereof and (ii) to for deposit in Loan Group I by the extent of the Trust Balances Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and interest accrued thereonis intended by the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as provided in this Agreement, (A) any Mortgaged Properties related to a sale of the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage LoansLoan shall be delivered to the Trustee or the applicable Custodian, and (C) on its behalf, at least three Business Days prior to the related Mortgages, Loan Agreements and other Mortgage File documents for the Subsequent Mortgage Loans; and the proceeds of each of the foregoingTransfer Date. The amount purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one hundred percent (100%) % of the aggregate principal balances Stated Principal Balance of the Subsequent Mortgage Loans so transferred. Upon transferred (as identified on the transfer Mortgage Loan Schedule provided by the Transferor Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be deemed for all purposes hereunder to be part of the TrustCode.