Common use of Conveyance of Subsequent Mortgage Loans Clause in Contracts

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Depositor, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due principal received and interest accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.2 of the Pooling and Servicing Home Equity Loan Purchase Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.2 of the Pooling and Servicing Home Equity Loan Purchase Agreement. The transfer to the Trustee Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the ServicerIssuer, the Indenture Trustee and the Certificateholders Noteholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust FundIssuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above. 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 the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of California (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller’s Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller’s Instrument, has delivered or caused to be delivered to the Trustee orCustodian, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementCompany, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the ServicerCompany, the Custodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust FundCompany on the Subsequent Transfer Date of all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 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.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans 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 by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 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 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 Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans 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 by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller's Instrument, has delivered or caused to be delivered to the Trustee orCustodian, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementCompany, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the ServicerCompany, the Custodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust FundCompany on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Sponsor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundDepositor, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Depositor pursuant to the terms of this Sponsor’s Instrument. The DepositorSponsor, contemporaneously with the delivery of this AgreementSponsor’s Instrument, has delivered or caused to be delivered to the Trustee orCustodian, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementDepositor, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Depositor by the Depositor Sponsor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, the Depositor, the ServicerCustodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Sponsor. The parties hereto intend that the transactions set forth herein constitute a sale by the Sponsor to the Trust FundDepositor on the Subsequent Transfer Date of all the Sponsor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of the Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Sponsor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.01 of the Pooling and Servicing AgreementAgreement and take all actions required under Section 2.01 regarding the assignment of a MERS Mortgage Loan. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Company and the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts interest due on and principal received with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts interest due and principal received (including Prepayments, Curtailments Prepayments and Excess PaymentsCurtailments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller and the Company, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.01 of the Pooling and Servicing Agreement. The transfer to the Company by the Seller and to the Trustee 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 Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Company and the Company to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to amounts the Sponsor’s Subsequent Transfer Instrument, dated as of , 200 (including Prepaymentsthe “Sponsor’s Instrument”), Curtailments between the Sponsor and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateDepositor. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust FundTrustee on the Subsequent Transfer Date of all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Depositor’s obligations hereunder, and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee, the Supplemental Interest Trust 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 (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date).

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby 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, on behalf Trustee for the benefit of the Trust Fund, without recourse, Fund but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage LoansLoans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due and including all amounts due interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal due and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the transfer and delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of for deposit in the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee 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 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 Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby 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, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, off Date and all collections in respect of interest and principal due after the related Cut-off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-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 Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 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 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 Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby 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 such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee, on behalf without recourse all of the Trust Fund, without recourse, all of 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, including all interest and principal received on or with respect to the Subsequent Mortgage Loans, excepting Loans so assigned and the Depositor's YieldDepositor shall deliver to, and including all amounts due on deposit with, the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and Trustee all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 and take all actions required under Section 2.01 regarding the assignment of the Pooling and Servicing Agreementa MERS Mortgage Loan; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee for inclusion 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 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 FundIssuing Entity. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, each Subsequent Mortgage Loan shall constitute part of the Mortgage Group to which it has been designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the related Subsequent Transfer Date. Upon delivery by the Depositor of a timely Addition Notice, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Issuing Entity shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group One and Group Two may not exceed the portion of the Original Pre-Funded Amount related to Group One or the portion of the Original Pre-Funded Amount related to Group Two, respectively)). The purchase price paid by the Issuing Entity for the 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) as of the related Subsequent Cut-off Date. 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. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for 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 Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundCompany, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller's Instrument, has delivered or caused to be delivered to the Trustee orCertificate Administrator, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementCompany, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Company by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the ServicerCompany, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust FundCompany on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 Subsequent Mortgage Loans. (a) The Depositor Sponsor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust FundDepositor, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting exclusive of the Depositor's Yieldobligations of the Sponsor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all amounts due interest and principal collected by the Sponsor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and together with all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all its right, title and interest in and to amounts the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (including Prepaymentsexcept as otherwise explicitly provided for herein) all of its right, Curtailments title and Excess Payments) due on interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or prior with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The Depositor, contemporaneously with expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Agreement, has delivered or caused to Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be delivered to borne by the Trustee or, if a Custodian has been appointed pursuant to Sponsor. The Loan Sellers hereby affirm the representation and warranty set forth in Section 12.12 2.03 of the Pooling and Servicing Agreement, Agreement with respect to the Custodian Subsequent Mortgage Loans as of the date hereof. The Loan Sellers hereby delivers notice and confirms that each item of the conditions set forth in Section 2.04 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. Wells Fargo, HomeEq, Countrywide and New Century hereby affirm the reprxxxxxations and warranties set forth in Schedules II, III, VII and VIII, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by each Servicer at the Sponsor's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Subsequent Transfer Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Subsequent Transfer Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorMORGAN STANLEY MORTGAGE CAPITAL INC., the Servicerax Xxxxxor By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: MORGAN STANLEY ABS CAPITAL I INC., the Trustee and the Certificateholders to constitute and to be treated xx Dxxxxxxxr By: ________________________________________ Name: Title: WELLS FARGO BANK, NATIONAL ASSOCIATION as a sale by the Depositor to the Trust Fund.Servicer By: ________________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as a Servicer By: ________________________________________ Name: Title: HOMEQ SERVICING CORPORATION, as a Servicer By: ________________________________________ Name: Title: NEW CENTURY MORTGAGE CORPORATION, as a Servicer By: ________________________________________ Name: Title: Acknowledged by: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ________________________________________ Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to amounts the Seller’s Subsequent Transfer Instrument, dated as of , 2005 (including Prepaymentsthe “Seller’s Instrument”), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany’s Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; providedPROVIDED, however HOWEVER, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 Subsequent Mortgage Loans. (a) The Depositor Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Mortgage Loan Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Off Date. The DepositorMortgage Loan Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor Mortgage Loan Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorMortgage Loan Seller, the Mortgage Loan 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 Mortgage Loan Seller to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby 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 such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee, on behalf without recourse all of the Trust Fund, without recourse, all of 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, including all interest and principal received on or with respect to the Subsequent Mortgage Loans, excepting Loans so assigned and the Depositor's YieldDepositor shall deliver to, and including all amounts due on deposit with, the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and Trustee all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement2.01; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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) on or before the related Subsequent Transfer Date. The Trustee shall amend the Mortgage Loan Schedule to reflect the removal of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, the Subsequent Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount). The purchase price paid by the Trust Fund for the 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) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for 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 Subsequent Mortgage Loans. (a) The Depositor does hereby sellSubject to the satisfaction of the conditions set forth in Section 2.1 and paragraph (b) below, in consideration of the Trustee's delivery to or upon the order of the Transferor of all or a portion of the amount on deposit in the Pre-Funding Account net of any Pre-Funding Earnings, the Transferor shall, to the extent of the availability thereof, on any Transfer Date transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust Fund, without recourse, recourse (subject to Sections 2.2 and 2.4) all of its right, title and interest in and to (i) each Subsequent Mortgage Loan listed on the schedule delivered by the Transferor on such Transfer Date, including its Cut-Off Date Trust Balance and any Additional Balances thereon and all payments of interest and principal thereon, from whatever source derived, which are received on or with respect to such Subsequent Mortgage Loan on or after the related Cut-Off Date and are allocable to the Trust Balance thereof and (ii) to the extent of the Trust Balances of the Subsequent Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Subsequent Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Subsequent Mortgage Loans, excepting and (C) the Depositor's Yieldrelated Mortgages, Loan Agreements and including all amounts due on other Mortgage File documents for the Subsequent Mortgage Loans after Loans; and the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 proceeds of each of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Dateforegoing. The Depositor, contemporaneously with amount released from the delivery of this Agreement, has delivered or caused to Pre-Funding Account shall be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 one hundred percent (100%) of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor aggregate principal balances of the Subsequent Mortgage Loans identified on so transferred. Upon the transfer by the Transferor of the Subsequent Mortgage Loan Schedule Loans hereunder, such Subsequent Mortgage Loans and all other rights and interests with respect to such Subsequent Mortgage Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and deemed for all purposes hereunder to be treated as a sale by part of the Depositor to the Trust FundTrust.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee 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.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to amounts the Seller’s Subsequent Transfer Instrument, dated as of , 200 (including Prepaymentsthe “Seller’s Instrument”), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateDepositor. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust FundTrustee on the Subsequent Transfer Date of all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Depositor’s obligations hereunder, and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the Depositor, the Mortgage Loan 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 Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby 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 such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee, on behalf without recourse all of the Trust Fund, without recourse, all of 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, including all interest and principal received on or with respect to the Subsequent Mortgage Loans, excepting Loans so assigned and the Depositor's YieldDepositor shall deliver to, and including all amounts due deposit with, the Trustee (or the Custodian on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and its behalf) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 and take all actions required under Section 2.01 regarding the assignment of the Pooling and Servicing Agreementa MERS Mortgage Loan; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, the Subsequent Mortgage Loans shall constitute part of the Mortgage Group designated in the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and further that the aggregate purchase price for Subsequent Mortgage Loans added to Group I and Group II may not exceed the portion of the Original Pre-Funded Amount related to Group I or the portion of the Original Pre-Funded Amount related to Group II, respectively)). The purchase price paid by the Trust Fund for the 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) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for 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 Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the DepositorSeller's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 6.12 of the Pooling and Servicing Agreement, Indenture to the Custodian each item set forth in Section 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer 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 Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans 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 by the Depositor to the Trust FundTrust.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuing Entity, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Issuing Entity pursuant to the terms of this Depositor’s Instrument. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee orIndenture Trustee, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementIssuing Entity, to the Custodian each item set forth in Section 2.04 2.10(b) of the Pooling Sale and Servicing AgreementAgreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee Issuing Entity by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Issuing Entity, the Sponsor, the Servicer, the Indenture Trustee and the Certificateholders Noteholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust FundIssuing Entity on the Subsequent Transfer Date of all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the 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 Indenture Trustee, in addition to holding the Subsequent Mortgage Loans for the benefit of the Noteholders, holds the Subsequent Mortgage Loans as designee and agent 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 Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Issuing Entity and its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling Certificate Insurer and Servicing Agreementthe Trustee, to the Custodian respectively, each applicable item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor does hereby 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 such Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee, on behalf without recourse all of the Trust Fund, without recourse, all of 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, including all interest and principal received on or with respect to the Subsequent Mortgage Loans, excepting Loans so assigned and the Depositor's YieldDepositor shall deliver to, and including all amounts due deposit with, the Trustee (or the Custodian on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and its behalf) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement2.01; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, the Subsequent Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. Upon delivery by the Depositor of timely Addition Notices, and subject to satisfaction of the conditions set forth in paragraphs (c) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount). The purchase price paid by the Trust Fund for the 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) as of the related Subsequent Cut-off Date. On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Securities Administrator from the Pre-Funding Account and paid to the Depositor. Thereafter, the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the purchase price paid for 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 Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; providedPROVIDED, however HOWEVER, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after _____________ __, 2005 (the related "Subsequent Cut-Off off Date"), and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, EMC Mortgage Corporation, 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.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (ii) all of its right, title and interest in and to amounts the Seller’s Subsequent Transfer Instrument, dated as of , 2004 (including Prepaymentsthe “Seller’s Instrument”), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany’s Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2002 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian Certificate Administrator each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the Depositor, the Mortgage Loan 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 Seller to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2003 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the subsequent mortgage loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 (the “Subsequent Mortgage Loans”), excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee 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.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 6.12 of the Pooling and Servicing Agreement, Indenture to the Custodian each item set forth in Section 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer 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 Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after _____________ __, 2004 (the related "Subsequent Cut-Off off Date"), and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, EMC Mortgage Corporation, 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.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor, without recourse, and the Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller and the Depositor, contemporaneously with the delivery of this AgreementInstrument, has have delivered or caused to be delivered to the Trustee orDepositor and the Trustee, if a Custodian has been appointed pursuant to respectively, each applicable item set forth in Section 12.12 2.07 of the Pooling and Servicing Agreement, . The transfer to the Custodian each item set forth in Section 2.04 Depositor by the Seller of the Pooling Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and Servicing Agreementis intended by the Seller to constitute and to be treated as a sale by the Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundDepositor, without recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 other payments of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title principal and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Depositor pursuant to the terms of this Seller’s Instrument. The DepositorSeller, contemporaneously with the delivery of this AgreementSeller’s Instrument, has delivered or caused to be delivered to the Trustee orCustodian, if a Custodian has been appointed pursuant to Section 12.12 at the direction of the Pooling and Servicing AgreementDepositor, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling Purchase Agreement with respect to such Subsequent Mortgage Loans and Servicing Agreementthe related MI Policies. The transfer to the Trustee Depositor by the Depositor Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Depositor, the ServicerCustodian, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust FundDepositor on the Subsequent Transfer Date of all the Seller’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Depositor as of the Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Depositor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Depositor and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor does hereby of all or a portion of the balance of related funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund (subject to the other terms and provisions of the Trust Fund, without recourse, this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor Sponsor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the such Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee Trust for deposit in Loan Group I or Loan Group II, as applicable, 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 ServicerSponsor, 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. 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 Trust Fundfrom amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and an to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee, the Supplemental Interest Trust 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 (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Transfer Date). The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby 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, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.07 of the Pooling and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Trustee 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 Servicer, 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.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and an to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee 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 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 contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage LoansLoans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due and including all amounts due interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal due and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. 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 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 on behalf of the Trust Fund 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 Group I Subsequent Mortgage Loans or the Group II Subsequent Mortgage Loans, as applicable, so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor) for inclusion in Loan Group I or Loan Group II, as applicable. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of , 2003 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on ------ -- the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Depositor and the Depositor does hereby sell, transfer, assign, set over and convey to the TrusteeTrustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian Trust Administrator each item set forth in Section 2.04 2.01 of the Pooling and Servicing AgreementAgreement related to the Subsequent Mortgage Loans. The transfer to the Depositor by the Seller and the transfer to the Trustee 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 by the Seller to the Depositor and the Depositor to the Trust FundTrust.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee orTrustee, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to or the Custodian on its behalf, each item set forth in Section 2.04 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Exhibit B shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this AgreementInstrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.01 of the Pooling and Servicing AgreementAgreement and has taken all actions required under Section 2.01 regarding the assignment of a MERS Mortgage Loan. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the schedule of Mortgage Loan Schedule Loans attached hereto as Attachment B shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2001 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorCompany, the ServicerTrustee, the Trustee Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundTrustee on the Subsequent Transfer Date of all the Company's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Company, as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Company and the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts interest due on and principal received with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts interest due and principal received (including Prepayments, Curtailments Prepayments and Excess PaymentsCurtailments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller and the Company, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.01 of the Pooling and Servicing Agreement. The transfer to the Company by the Seller and to the Trustee 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 Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Company and the Company to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Transferor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Transferor's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2000 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateTransferor. The DepositorTransferor, contemporaneously with the delivery of this AgreementTransferor's Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian Certificate Administrator each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor Transferor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the DepositorTransferor, the ServicerTrustee, the Trustee Certificate Administrator and the Certificateholders to constitute and to be treated as a sale by the Depositor Transferor. The parties hereto intend that the transactions set forth herein constitute a sale by the Transferor to the Trust FundTrustee on the Subsequent Transfer Date of all the Transferor's right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Transferor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Transferor's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Transferor's obligations hereunder, and this Transferor's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent 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 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 each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller does hereby sell, transfer, assign, set over and convey to the Indenture Trustee, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling Sale and Servicing Agreement; provided, however however, that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Indenture Trustee by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B shall be absolute and is intended by the DepositorSeller, the Servicer, the Indenture Trustee and the Certificateholders Class A Noteholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundTrust.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Depositor’s Instrument and (ii) all of its right, title and interest in and to amounts the Sponsor’s Subsequent Transfer Instrument, dated as of ______ __, 200_ (including Prepaymentsthe “Sponsor’s Instrument”), Curtailments between the Sponsor and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateDepositor. The Depositor, contemporaneously with the delivery of this AgreementDepositor’s Instrument, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.02(b) of the Pooling and Servicing AgreementPurchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Depositor, the ServicerTrustee, the Trustee Custodian and the Certificateholders to constitute and to be treated as a sale by the Depositor. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust FundTrustee on the Subsequent Transfer Date of all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Depositor’s obligations hereunder, and this Depositor’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trustee, in addition to holding the Subsequent Mortgage Loans and the related MI Policies for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to the change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in each Subsequent Mortgage Loan, the related MI Policies and the proceeds thereof.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling Sale and Servicing Agreement; provided, however that the Depositor Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The DepositorSeller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 6.12 of the Pooling and Servicing Agreement, Indenture to the Custodian each item set forth in Section 2.04 of the Pooling Sale and Servicing Agreement. The transfer to the Trustee Issuer 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 Servicer, the Trustee Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Depositor Seller to the Trust FundIssuer.

Conveyance of Subsequent Mortgage Loans. (a) The 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 does hereby of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on (i) the Subsequent Mortgage Loans after 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, 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 the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments principal received and Excess Payments) due interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.Subsequent

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Sponsor does hereby sell, irrevocably transfer, assign, set over and otherwise convey to the Trustee, on behalf of Trust and does hereby request or direct the Trust Fundto acquire, without recourse, recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans listed on the attached Schedule of Mortgage Loans, excepting including specifically, without limitation, the Depositor's YieldMortgages, the Mortgage Files and all other documents, materials and properties appurtenant thereto, including all amounts due principal collected and interest accrued on or after __________, _____ (the Subsequent Mortgage Loans after the related "Subsequent Cut-Off Date, ") and all items with respect to the Subsequent any Mortgage Loans Insurance Policies relating thereto. The Sponsor shall deliver or cause to be delivered pursuant to Section 2.04 the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement; provided, however that the Depositor reserves ) and retains all right, title and interest other required documentation in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously accordance with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item terms set forth in Section 2.04 3.8(b) of the Pooling and Servicing Agreement. The transfer costs relating to the Trustee delivery of the documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Depositor of Sponsor. The Sponsor hereby affirms the representations and warranties set forth in the Pooling and Servicing Agreement that relate to itself and to the Subsequent Mortgage Loans identified on as of the Mortgage Loan Schedule shall be absolute date hereof. All terms and is intended by conditions of the DepositorPooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided that in the event of any conflict, the Servicer, provisions of this Subsequent Transfer Agreement shall control over the Trustee conflicting provisions of the Pooling and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust FundServicing Agreement.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the TrusteeIndenture Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, and including all amounts due or accruing on the Subsequent Mortgage Loans on and after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 3.26 of the Pooling and Servicing Agreement; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant each item with respect to the Subsequent Mortgage Loans set forth in Section 12.12 2.01 of the Pooling and Servicing Agreement, to Agreement and the Custodian each item set forth other items in Section 2.04 of the Pooling and Servicing Agreementrelated Mortgage Files. The transfer to the Indenture Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Final Subsequent Mortgage Loan Schedule attached hereto as Exhibit 1 shall be absolute and is intended by the Depositor, the Mortgage Loan Seller, the Master Servicer, 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 Fund.

Conveyance of Subsequent Mortgage Loans. (a) The Depositor Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust FundIssuer, without recourse, (i) all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Depositor's Yield, all scheduled payments of principal and including all amounts due interest on the Subsequent Mortgage Loans due after the related Subsequent Cut-Off off Date, and all items with respect to other payments of principal and interest on the Subsequent Mortgage Loans collected after the Subsequent Cut-off Date (minus that portion of any such payment which is allocable to be delivered pursuant the period prior to Section 2.04 of the Pooling and Servicing AgreementSubsequent Cut-off Date); provided, however however, that no scheduled payments of principal and interest due on or before the Depositor reserves Subsequent Cut-off Date and retains collected after the Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Company's Instrument and (ii) all of its right, title and interest in and to amounts the Seller's Subsequent Transfer Instrument, dated as of June 18, 1998 (including Prepaymentsthe "Seller's Instrument"), Curtailments between the Seller and Excess Payments) due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off DateCompany. The DepositorCompany, contemporaneously with the delivery of this AgreementCompany's Instrument, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item set forth in Section 2.04 2.1(b) of the Pooling and Servicing AgreementMortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loans. The transfer to the Trustee Issuer by the Depositor Company of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the ServicerIssuer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale by the Depositor Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust FundIssuer on the Subsequent Transfer Date of all the Company's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans as designee and agent 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 Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Company, as are necessary to perfect and protect the interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof.