Common use of Conveyance of the Subsequent Mortgage Loans Clause in Contracts

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 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 Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates Dates, to or upon the written order of the Depositor Depositor, of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Estate, but subject to the other terms and provisions of this Agreement 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 all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Subsequent Mortgage Loans Loans) and all collections in respect of 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 2.03 and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Mortgage Pool Trust Estate by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundEstate. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 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 Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery remittance on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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) including all interest and principal due and interest accruing received on or with respect to the Subsequent Mortgage Loans after so assigned and the related Subsequent Cut-off Date Depositor shall deliver to, and (iii) deposit with, the Trustee 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 Files2.01; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior or to the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Paying Agent from the Pre-Funding Account and paid to the Depositor. Thereafter, the portion of the Pre-Funding Amount allocable to either Loan Group will equal the Original Pre-Funded Amount allocable to such Loan Group reduced by the purchase price paid for fixed rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group I) or the purchase price paid for adjustable rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group II). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the TrusteeSecurities Administrator's delivery on the Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall (i) be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator on behalf of the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, 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 by the Depositor Seller 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 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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 principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account or the the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor Company of all or a portion of the balance of funds in one of the Pre-Funding AccountAccounts, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor 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 Depositor 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 above and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group II, as applicable, by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust FundFund for Loan Group I or Loan Group II, as applicable. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee (or the Custodian on behalf of the Trustee) for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteeTrust Administrator's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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 principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee and delivery to the Trust Administrator for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee Trust Administrator or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust Administrator 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 Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Company of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor 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 Depositor Company on such Subsequent Transfer Date, (ii) principal due and all interest accruing thereon on the Subsequent Mortgage Loans and after the related Subsequent Cut-off Date and all collections in respect of 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company 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 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in 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 written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days or the Custodian, on behalf of the Trustee, as soon as reasonably possible prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the a Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to by the Trustee Depositor for deposit in the Mortgage Pool by the Depositor applicable Loan Group of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule to the Trust Fund shall be absolute and is intended by the Depositor, the Master Seller, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in paragraph Section 2.5 and paragraphs (b), (c) and (d) below (based on the Custodian's review of such conditions) in consideration of the Indenture Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Indenture Trustee, 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 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 Seller's right, title and interest in and to each Subsequent Mortgage Loan listed on the related Schedule of Mortgage Loans (other than any principal received and interest accruing payments due thereon on or prior to the relevant Subsequent Cut-Off Date) which the Seller is causing to be delivered to the Custodian on behalf of the Indenture Trustee herewith (and all substitutions therefor as provided by Sections 2.4 and 2.6) together with the related Subsequent Mortgage Loan documents and the Seller's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed 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 (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans prior Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the related Subsequent Cut-off Dateproceeds of any of the foregoing). The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Seller of the Subsequent Mortgage Loans identified set forth on the related Schedule of Mortgage Loan Schedule Loans to the Indenture Trustee shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIndenture Trustee. 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 amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on transferred. Upon the Mortgage Loan Schedule provided transfer by the Depositor). This Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal and interest due thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) be deemed for all purposes hereunder to be part of the CodeTrust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Issuer during the Funding Period to reduce the Pre-Funded Amount to less than $100,000.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Loan Group or Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph paragraphs (b) and (c) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Issuer but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Issuer and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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. 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 related Mortgage File for 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 Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.3. The Indenture Trustee, as assignee of the Issuer, shall be delivered entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the Trustee at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Agreement. The purchase price Purchase Price paid for any Subsequent Mortgage Loan by the Trustee Indenture Trustee, at the direction of the Issuer, from amounts released from on deposit in the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in Section 2.3 above and paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject (i) with respect to the other terms and provisions of this Agreement Group I, all of the its right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan that is a HELOC and with respect to Group II all of its right, title and interest in and to each Subsequent Mortgage Loan that is a HEL, in each case listed on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor to the Trustee on such Subsequent Transfer Date, (ii) all its right, title and interest in and to principal due collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-off Date and Off Date; (iii) all its right, title and interest in and to all Insurance Policies and all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.3 above and the other items in the related Mortgage Files; PROVIDEDand (iv) all its rights under each Subsequent Transfer Agreement; provided, HOWEVERhowever, that the Depositor and/or Seller reserves and retains all its right, title and interest in and to principal received (including Prepayments) collected and interest accruing on the each such Subsequent Mortgage Loans Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor of the Subsequent Mortgage Loans identified on set forth in the Mortgage Loan Schedule shall be absolute and is shall be intended by the Depositor, the Master ServicerCertificateholders, the Trustee Additional Certificateholder and the Certificateholders all parties hereto to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundDepositor. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100_____%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on of which _____% of the aggregate Principal Balances of Subsequent Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) which are HELOCs and _____% of the Codeaggregate Principal Balance of Subsequent Mortgage Loans which are HELs shall be transferred to the Reserve Fund unless on or prior to the related Subsequent Transfer Date the Servicer shall have provided an Eligible Letter of Credit in such amount to the Trustee.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery remittance on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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) including all interest and principal due and interest accruing received on or with respect to the Subsequent Mortgage Loans after so assigned and the related Subsequent Cut-off Date Depositor shall deliver to, and (iii) deposit with, the Trustee 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 Files2.01; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior or to the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Paying Agent from the Pre-Funding Account and paid to the Depositor. Thereafter, the portion of the Pre-Funding Amount allocable to either Loan Group will equal the Original Pre-Funded Amount allocable to such Loan Group reduced by the purchase price paid for fixed rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group I) or the purchase price paid for adjustable rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group II). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Pre- Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Pre- Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor Seller, at the direction of the Sponsor, shall on any each such Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Trust, all of the right, title and interest of the Depositor Seller, in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller 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 items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIndenture Trustee, the Master Servicer, the Trustee Sponsor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans (except for tax and accounting purposes) by the Depositor Seller to the Trust. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Trust Fundas of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 holds the Subsequent Mortgage Loans on behalf of the Trust for the benefit of the Noteholders and the Note Insurer. 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 related 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 a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Trust in the Subsequent Mortgage File for Loans. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loan Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.10. The Trust shall be delivered entitled to all scheduled principal payments due after the Subsequent Cut-off Date, all other payments of principal due and collected after the Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans after the Subsequent Cut-off Date, minus that portion of any such payment which is allocable to the Trustee at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust pursuant to the terms of this Agreement. The purchase price paid by the Indenture Trustee on behalf of the Trust, from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred into the related Sub-Trust (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Seller to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $[ ], a maximum of $[ ] will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $[ ] will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’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 of the Trustee. The Depositor 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Group I Pre-Funding Account and/or the Group II Pre-Funding Account, as the Depositor shall case may be, the Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller 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 Seller 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool Group I mortgage pool and/or the Group II mortgage pool, as the case may be, by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trustee, the Depositor, the Master Servicer, the Trustee Securities Administrator and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, 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 and/or the Group II Pre-Funding Account, as the case may be, shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount with respect to the related Sub-Pool, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Trustee but subject to the subordination described above in Section 2.01(b) above and the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Instrument, delivered by the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due received and interest accruing on the Subsequent Mortgage Loans 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 2.04 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal (including Prepayments, Curtailments and Excess Payments) received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor)transferred. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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 principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.the

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds on deposit in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to the other terms and provisions of this Agreement acquire from a Warehouse Trust all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Indenture Trustee on such Subsequent Transfer Date. In addition, (ii) principal due the Sponsor shall transfer, assign and interest accruing on the Subsequent Mortgage Loans 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 set over all right, title and interest in and to principal received and interest accruing collected on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal and interest collected on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Sponsor and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundSponsor or such Warehouse Trust. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Codetransferred.

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (bSection 3.8(b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to acquire from the other terms and provisions of this Agreement Sponsor all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified 50 57 Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee 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 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 principal received collected and interest accruing accrued on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accrued on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the DepositorSponsor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundsale. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred transferred, and in no event shall the Sponsor transfer to the Trust (as identified on the i) with respect to Group I, Subsequent Mortgage Loans having an aggregate Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract Balance in accordance with Section 860G(a)(3)(A)(ii) excess of the CodeGroup I Original Pre-Funded Amount and (ii) with respect to Group II, Subsequent Mortgage Loans having an aggregate Loan Balance in excess of the Group II Original Pre-Funded Amount.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount with respect to the related Sub-Pool, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Sub-Pool 1 or Sub-Pool 2, as applicable, by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding related PreFunding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account and the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor Sponsor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date cause the Conduit Acquisition Trust to sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject for assignment to the other terms and provisions of this Agreement Group I, all of the right, title and interest of the Depositor Conduit Acquisition Trust and the Sponsor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee on such Subsequent Transfer Date, (ii) principal due and interest accruing on all of the Subsequent Mortgage Loans 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 Sponsor's and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all Conduit Acquisition Trust's right, title and interest in and to principal received collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in and to all Insurance Policies; provided, however, that the Conduit Acquisition Trust reserves and retains all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor Conduit Acquisition Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Sponsor and the Certificateholders to constitute Owners and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundConduit Acquisition Trust. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Codetransferred.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $409,258,390, a maximum of $263,800,768 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $145,457,623 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’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 of the Depositor. 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’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 of the Trustee. The Depositor 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid distributed by the Trustee solely from amounts released from the funds in the Pre-Funding Account Account, at the direction of the Servicer, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $378,944,806.58, a maximum of $264,783,072.22 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $114,161,734.36 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files2.01; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or to the Custodian (as the duly appointed agent of 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 for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Trustee from the Pre-Funding Account and paid to the Depositor. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, Account the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to the other terms and provisions of this Agreement acquire from a Warehouse Trust all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee 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 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 principal received collected and interest accruing accrued on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accrued on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date. Off Date and provided, further, that the Subsequent Mortgage Loans shall be assigned only to Group I. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the DepositorSponsor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundsale. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred (as identified on transferred, and in no event shall the Sponsor or any Warehouse Trust transfer to the Trust Subsequent Mortgage Loans having an aggregate Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract Balance in accordance with Section 860G(a)(3)(A)(ii) excess of the CodeGroup I Original Pre-Funded Amount.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in paragraph Section 2.5 and paragraphs (b), (c) and (d) below (based on the Custodian's review of such conditions) in consideration of the Indenture Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Indenture Trustee, 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 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 Seller's right, title and interest in and to principal received and interest accruing (including prepaid interest) due on each Subsequent Mortgage Loan after the Subsequent Cut-Off Date (other than payments of principal and interest due on or before the relevant Subsequent Cut-Off Date), which Subsequent Mortgage Loans shall have been approved by the Note Insurer, and the Seller is causing to be delivered to the Custodian on behalf of the Indenture Trustee herewith (and all substitutions therefor as provided by Sections 2.4 and 2.6) together with the related Subsequent Mortgage Loan documents and the Seller's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed 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 (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans prior Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the related Subsequent Cut-off Dateproceeds of any of the foregoing). The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Seller of the Subsequent Mortgage Loans identified set forth on the related Schedule of Mortgage Loan Schedule Loans to the Issuer shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. The related Mortgage File for each Any Subsequent Mortgage Loan shall so transferred will be delivered to included in one (and only one) of the Trustee at least three Business Days prior to Adjustable Rate Pool or the related Subsequent Transfer DateFixed Rate Pool. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal and interest due thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred (as identified on pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Issuer during the Funding Period to reduce the Pre-Funded Amount to less than $100,000 for each Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the CodePool.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account Accounts shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph paragraphs (b) and (c) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Issuer but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 above and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Issuer and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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. 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 related Mortgage File for 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 Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.3. The Indenture Trustee, as assignee of the Issuer, shall be delivered entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the Trustee at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Agreement. The purchase price Purchase Price paid for any Subsequent Mortgage Loan by the Trustee Indenture Trustee, at the direction of the Issuer, from amounts released from on deposit in the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on after the Subsequent Mortgage Loans after the related Subsequent Cutcut-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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cutcut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group 1 Pre-Funding Account or the Group 2 Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the purchase price for the Subsequent Mortgage Loans to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, by execution of an assignment substantially in the form of the Subsequent Transfer Agreement attached hereto as Exhibit M, and the Trust Fund but subject to the other terms and provisions of this Agreement shall purchase all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on and all the rights, benefits, and obligations arising from and in connection with each Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer DateLoan, including (iia) all principal due collected and interest accruing due on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Off Date and (iii) any and all items with respect to such other benefits accruing from the Subsequent Mortgage Loans which the Seller is causing to be delivered pursuant to Section 2.01 and the other items in Trustee or the Custodian as designee of the Trustee, together with the related Mortgage FilesDocuments and the Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; PROVIDEDand (b) proceeds of all the foregoing (including, HOWEVERbut not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance 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 every kind, 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) to pay the Certificates as specified herein (the "Subsequent Mortgage Loan Assets" and, together with the Initial Mortgage Loan Assets, the "Mortgage Loan Assets"). The parties intend and agree that the Depositor reserves and retains all conveyance of the Depositor's right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior pursuant to this Agreement shall constitute an absolute sale. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby is determined not to be a conveyance of ownership, the Depositor hereby grants to the related Trust a first priority perfected security interest in the Subsequent Cut-off DateMortgage Loans. The transfer to the Trustee "purchase price" for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate Stated Principal Balance of principal amount outstanding on the Subsequent Mortgage Loans so transferred (as identified of the related Subsequent Cut-Off Date and shall be payable in immediately available funds on the related Subsequent Transfer Date. The amount released to or upon the order of the Depositor from the Pre-Funding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to be included in the Mortgage Pool shall not exceed the Original Pre-Funded Amount. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans for a purchase price established pursuant to this Section 2.03. On each Subsequent Transfer Date, the Seller shall transfer to the Depositor pursuant to a Subsequent Purchase Agreement, and the Depositor shall transfer to the Trust pursuant to a Subsequent Transfer Agreement, the Subsequent Mortgage Loans to be transferred as of such Subsequent Transfer Date and the related Subsequent Mortgage Loan Schedule provided by Assets, upon the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) satisfaction of each of the Code.following conditions on or prior to such Subsequent Transfer Date:

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Certificate Administrator, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Certificate Administrator, at the direction of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (bSection 2.1(c) below of the Mortgage Loan Purchase Agreement, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon Dates, during the order Pre-Funding Period, in accordance with the terms of the Depositor related Subsequent Transfer Agreement, of all or a portion of the balance of funds in the Pre-Funding AccountAccount equal to the Purchase Price of each Subsequent Mortgage Loan, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Trustee but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Company in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Agreement, delivered by the Depositor Company on such Subsequent Transfer Date, (ii) principal due received and interest accruing due on the Subsequent Mortgage Loans 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 Filesabove; PROVIDED, HOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal (including Principal Prepayments) received and interest accruing due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Company of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall "Purchase Price" to 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 Pre-Pre- Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance unpaid principal balances of the Subsequent Mortgage Loans so transferred (as identified of the close of business on the Mortgage Loan Schedule provided by the Depositor)related Subsequent Transfer Dates. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 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 Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the TrusteeTrust Administrator's delivery on the Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 hereof and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee Trust Administrator at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Loan Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account, the Group III Pre-Funding Account or the Group IV Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $138,776,585.08, a maximum of $90,813,688.21 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $47,962,896.87 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Sale and Servicing 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 Issuing Entity for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing 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 Indenture Trustee for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor 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 related 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 a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Indenture Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.09. The Indenture Trustee, as trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Issuer, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller 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 items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(b) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Issuer, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIssuer, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Issuer. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 Bond Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans and the related MI Policies as designee 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 Virginia and the State of Kansas (which shall be submitted for filing as of the related 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Issuer as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 Bond Administrator, in addition to holding the Subsequent Mortgage Loans on behalf of the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans as designee of the Issuer. The Company 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 Kansas (which shall be submitted for filing as of the related 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 subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Bond Administrator, on behalf of the Indenture Trustee, two Business Days prior to the related Subsequent Transfer Date. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Indenture Trustee, as assignee of the Issuer, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut- off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Bond Administrator, at the direction of the Issuer, from amounts released from the Pre-Funding Account shall be one-one- hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's (or the Trust Administrator on behalf of the Trustee) delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee (or the Custodian on behalf of the Trustee) for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust Administrator from amounts released from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account or the the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's Securities Administrator’s delivery on the applicable Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but Estate (subject to the other terms and provisions of this Agreement Indenture) all of the its right, title and interest of the Depositor in and to (i) the related 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 all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Subsequent Mortgage Loans Loans) and all collections in respect of 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 of the Sale and Servicing Agreement and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans due on or prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee or the Securities Administrator, on its behalf, for deposit in the Mortgage Pool Trust Estate by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Indenture Trustee and the Certificateholders Noteholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Securities Administrator from amounts released from the Pre-Funding Account Accounts shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any each Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 all interest accruing thereon on the Subsequent Mortgage Loans and after the related Subsequent Cut-off Date and all collections in respect of interest and principal due after such 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee Trust Administrator 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 Group II Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group I Subsequent Mortgage Loans or Group II Subsequent Mortgage Loans, respectively, so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). Funds in the Group I Pre-Funding Account shall not be used to purchase Group II Subsequent Mortgage Loans and funds in the Group II Pre-Funding Account shall not be used to purchase Group I Subsequent Mortgage Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $559,716,919, a maximum of $334,968,171will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $224,748,748 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’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 of the Depositor. 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’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 of the Trustee. The Depositor 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof in the form of Exhibit 2(A), its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid distributed by the Trustee solely from amounts released from the funds in the Pre-Funding Account Account, at the direction of the Servicer, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Certificate Administrator, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Certificate Administrator, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $491,188,534.52, a maximum of $229,152,618.38 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $262,035,916.14 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’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 of the Depositor. 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’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 of the Trustee. The Depositor 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof in the form of Exhibit 2(A), its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid distributed by the Trustee solely from amounts released from the funds in the Pre-Funding Account Account, at the direction of the Servicer, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in 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 written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Securities Administrator for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on behalf of 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 Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below below, in consideration of the Indenture Trustee's delivery on the a Subsequent Transfer Dates Date to or upon the order of the Depositor Sponsor of all or a portion of the balance of funds amounts in the Pre-Funding AccountAccount equal to the aggregate principal balance of the Subsequent Mortgage Loans the Sponsor shall, to the Depositor shall extent of the availability thereof, on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust Fund but without recourse (subject to Sections 2.03 and 2.05) and pursuant to the other terms and provisions 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) Agreement 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 of its right, title and interest in and to principal such Subsequent Mortgage Loans and all Collections in respect thereof received and interest accruing on after the Subsequent Cut-Off Date for the Subsequent Mortgage Loans (excluding payments in respect of accrued interest due prior to the related Subsequent Cut-off Off Date. The ) or, with respect to any Additional Balances with respect thereto, on or after the date of transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Trust. Future advances made to a Mortgagor under a Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders Agreement relating to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered part of the related Principal Balance and transferred to the Trustee at least three Business Days prior Trust pursuant to this Section 2.10, and, therefore, part of the Trust Property upon the sale thereof to the related Sponsor under the Purchase Agreement. On each Subsequent Transfer Date. The purchase price paid by , the Sponsor shall deliver to the Indenture Trustee from amounts released and the Insurer a letter which: (i) states the amount to be withdrawn from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the on such date to purchase Subsequent Mortgage Loans so transferred for addition to Pool I; (as identified ii) states the amount to be withdrawn from the Pre-Funding Account on such date to purchase Subsequent Mortgage Loans for addition to Pool II; (iii) states the amount to be withdrawn from the Pre-Funding Account on such date to purchase Subsequent Mortgage Loans for addition to Pool III; (iv) lists each Subsequent Mortgage Loan Schedule provided by being conveyed to the DepositorTrust on such Subsequent Transfer Date (including a description of the Pool into which each such Subsequent Mortgage Loan is being conveyed). This Agreement shall constitute a fixed-price purchase contract ; (v) acknowledges that each of the requirements listed in accordance with Section 860G(a)(3)(A)(ii2.10(b) of this Agreement have been satisfied; (vi) attaches as exhibits thereto each of the Codedocuments described in Sections 2.10(b)(i), (v), (vii), and (viii) and; (vii) acknowledges that the Sponsor has conveyed its right, title and interest in and to each Subsequent Mortgage Loan and to the corresponding Related Documents and certain other rights to the Indenture Trustee on behalf of the Trust pursuant to this Agreement, and the Indenture Trustee shall hold such documents hereunder and pursuant to the Indenture for the benefit of the Noteholders, the Residual Certificateholders, the Class S Certificateholders and the Insurer. The Indenture Trustee shall acknowledge its receipt of such letter by signing it and returning a signed copy to the Sponsor, the Servicer, the Trust, the Insurer and each of the Rating Agencies.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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-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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Group I Pre-Funding Account, the Depositor shall Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller 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 Seller 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Group I mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master ServicerSeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller 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 shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller 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 Seller 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trustee, the Depositor, the Master Servicer, the Trustee Securities Administrator and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, 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 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $832,621,611.26, a maximum of $560,592,251.75 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $272,029,359.51 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Loan Group or Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the 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 by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor Sponsor of all or a portion of the balance of funds in the Pre-Funding AccountAccount which shall be [$____________] with respect to Group I Loans and [$___________] with respect to Group II Loans, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to the other terms and provisions of this Agreement acquire from such Warehouse Trust all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee 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 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 principal received collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Sponsor and the Certificateholders to constitute Owners and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to Sponsor or the Trust FundWarehouse Trust. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Codetransferred.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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 principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 and the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $805,304,875.35, a maximum of $463,764,620.44 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $341,540,254.91 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Transferor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Transferor, and by the Depositor Transferor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Transferor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundTransferor, and a sale of the Subsequent Mortgage Loans by the Transferor to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Transferor as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 of the Transferor. 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 Virginia and the State of Kansas (which shall be submitted for filing as of the related 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 Transferor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Transferor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Transferor's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Transferor'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 of the Trustee. The Transferor 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 Kansas (which shall be submitted for filing as of the related 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 Transferor or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Transferor, as are necessary to perfect and protect the interests of the Trustee and its assignees in subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Certificate Administrator, on behalf of the Trustee, two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified and other property, existing on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 860G(a)(3)(A)(ii) of the Code2.02.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $858,248,268, a maximum of $651,034,690 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $207,213,578 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below below, in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey otherwise convey, without recourse recourse, to the Holding Trust Fund but subject or shall request or cause the Holding Trust to acquire from the Sponsor or an affiliate of the Sponsor, and the Holding Trust shall sell, transfer, assign, set over and otherwise convey to the other terms and provisions of this Agreement all Trust, without recourse, for pledge to the Indenture Trustee on behalf of the Noteholders and the Note Insurer all right, title and interest of the Depositor Sponsor or such affiliate or the Holding Trust, as applicable, in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Indenture Trustee 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 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 principal received collected and interest accruing accrued on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all of its right, title and interest in and to principal collected and interest accrued on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The Each of the transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Holding Trust and by the Depositor Holding Trust to the Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the DepositorSponsor, the Master Servicer, Holding Trust the Trustee Noteholders and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundsale. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) equal to 96.25% of the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred. The Sponsor shall transfer or cause to be transferred (as identified to the Indenture Trustee, on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) behalf of the Code.Trust, the Subsequent Mortgage Loans and the other property and rights related

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $103,266,768, a maximum of $81,300,606 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $22,566,161 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Sale and Servicing 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 Issuing Entity for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing 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 Indenture Trustee for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor 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 related 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 a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Indenture Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.09. The Indenture Trustee, as trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Group I Pre-Funding Account or the Group II Pre-Funding Account, or both, as the Depositor shall case may be, the Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller 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 Seller 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 interest and principal due and interest accruing on the related Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received on and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool related Loan Group mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trustee, the Depositor, the Master Servicer, the Trustee Securities Administrator and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each such purchased Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, 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 related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller 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 items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related 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 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 Virginia and the State of Kansas (which shall be submitted for filing as of the related 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company'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 of the Trustee. The Company 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 Kansas (which shall be submitted for filing as of the related 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 the Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Custodian, on behalf of the Trustee, two Business Days prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Certificate Administrator, at the direction of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the related Pre-Funding AccountAccount with respect to each Group, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Indenture Trustee but subject to the subordination described above in Section 2.01(b) above and the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Instrument, delivered by the Depositor Seller on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due received and interest accruing on the Subsequent Mortgage Loans 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 2.04 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal (including Prepayments, Curtailments and Excess Payments) received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Master Servicer, the Trustee Trust and the Certificateholders Noteholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related On any Subsequent Transfer Date. The , the purchase price paid by the Trustee Issuer from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the related Subsequent Mortgage Loans Loans, other than the Permanent Buydown Companion Loans, so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Codetransferred.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I, Group II or Group III. Of the Original Pre-Funded Amount of $701,697,919.25, a maximum of $402,288,280.70 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I, a maximum of $83,364,296.32 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II and a maximum of $216,045,342.23 will be used to acquire Subsequent Mortgage Loans for inclusion in Group III, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related 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 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 Commonwealth of Virginia (which shall be submitted for filing as of the related 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 a 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 the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’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 of the Trustee. The Company 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Custodian, on behalf of the Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in Section 2.3 above and paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject (i) with respect to the other terms and provisions of this Agreement Group I, all of the its right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan that is a HELOC and with respect to Group II all of its right, title and interest in and to each Subsequent Mortgage Loan that is a HEL, in each case listed on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor to the Trustee on such Subsequent Transfer Date, (ii) all its right, title and interest in and to principal due collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-off Date and Off Date; (iii) all its right, title and interest in and to all Insurance Policies and all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.3 above and the other items in the related Mortgage Files; PROVIDEDand (iv) all its rights under each Subsequent Transfer Agreement; provided, HOWEVERhowever, that the Depositor and/or Seller reserves and retains all its right, title and interest in and to principal received (including Prepayments) collected and interest accruing on the each such Subsequent Mortgage Loans Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor of the Subsequent Mortgage Loans identified on set forth in the Mortgage Loan Schedule shall be absolute and is shall be intended by the Depositor, the Master ServicerCertificateholders, the Trustee Additional Certificateholder and the Certificateholders all parties hereto to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundDepositor. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on of which 9.0% of the aggregate Principal Balances of Subsequent Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) which are HELOCs and 7.5% of the Codeaggregate Principal Balance of Subsequent Mortgage Loans which are HELs shall be transferred to the Reserve Fund unless on or prior to the related Subsequent Transfer Date the Servicer shall have provided an Eligible Letter of Credit in such amount to the Trustee.

Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (bSection 3.08(b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to acquire from the other terms and provisions of this Agreement Sponsor all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee 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 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 principal received collected and interest accruing accrued on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all 56 63 right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accrued on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the DepositorSponsor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundsale. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred transferred, and in no event shall the Sponsor transfer to the Trust (as identified on the i) with respect to Group I, Subsequent Mortgage Loans having an aggregate Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract Balance in accordance with Section 860G(a)(3)(A)(ii) excess of the CodeGroup I Original Pre-Funded Amount and (ii) with respect to Group II, Subsequent Mortgage Loans having an aggregate Loan Balance in excess of the Group II Original Pre-Funded Amount.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions 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 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor Company of all or a portion of the balance of funds in one of the Pre-Funding AccountAccounts, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor 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 Depositor Company to the Trustee 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 items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 above and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The terms of Section 2.03 will apply to each transfer of the Subsequent Mortgage Loans as if they had been transferred on the Closing Date. The transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group III, as applicable, by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust FundFund for Loan Group I or Loan Group III, as applicable. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions 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 interest and principal due and interest accruing on the Subsequent Mortgage Loans 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 principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans 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 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 one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Depositor, shall on any Subsequent Transfer Date then sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the related 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 (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor to the Issuing Entity, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee holds the Subsequent Mortgage Loans as designee of the Issuing Entity. The Depositor 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 related 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 a 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 Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.10. The Indenture Trustee, as indenture trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans 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 purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in Section 2.3 above and paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject (i) with respect to the other terms and provisions of this Agreement Group I, all of the its right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan that is a HELOC and with respect to Group II all of its right, title and interest in and to each Subsequent Mortgage Loan that is a HEL, in each case listed on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor to the Trustee on such Subsequent Transfer Date, (ii) all its right, title and interest in and to principal due collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-off Date and Off Date; (iii) all its right, title and interest in and to all Insurance Policies and all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.3 above and the other items in the related Mortgage Files; PROVIDEDand (iv) all its rights under each Subsequent Transfer Agreement; provided, HOWEVERhowever, that the Depositor and/or Seller reserves and retains all its right, title and interest in and to principal received (including Prepayments) collected and interest accruing on the each such Subsequent Mortgage Loans Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor of the Subsequent Mortgage Loans identified on set forth in the Mortgage Loan Schedule shall be absolute and is shall be intended by the Depositor, the Master ServicerCertificateholders, the Trustee Additional Certificateholder and the Certificateholders all parties hereto to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundDepositor. 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 amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on of which 9.0% of the aggregate Principal Balances of Subsequent Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) which are HELOCs and 7.3% of the Codeaggregate Principal Balance of Subsequent Mortgage Loans which are HELs shall be transferred to the Reserve Fund unless on or prior to the related Subsequent Transfer Date the Servicer shall have provided an Eligible Letter of Credit in such amount to the Trustee.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Company of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor 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 Depositor Company on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans 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; PROVIDEDprovided, HOWEVERhowever, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company 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 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.