Common use of Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee Clause in Contracts

Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver and to cause the Custodian to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller in the forms attached as Exhibit __ hereto, and declares through the Custodian that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Insurer. The Indenture Trustee agrees, for the benefit of the Owners and the Insurer, to cause the Custodian to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Servicer and the Insurer a certification in the form attached hereto as Exhibit __ (a "Pool Certification") to the effect that, as to each Home Equity Loan listed in the Schedule of Home Equity Loans (other than any Home Equity Loan paid in full or any Home Equity Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 2.06(b)(i) of this Agreement have been executed and are in its possession and that the Notes have been endorsed as set forth in Section 2.06(b)(i) hereof, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Home Equity Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Home Equity Loans accurately reflects the information set forth in the Mortgage File. The Indenture Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this subsection 2.07(a). Without limiting the effect of the preceding sentence, in reviewing any Mortgage File, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper form (except to determine if the Indenture Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Indenture Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Home Equity Loan. (b) If the Custodian, on behalf of the Indenture Trustee during such 45-day period finds any document constituting a part of a Mortgage File which is not executed, has not been received, or is unrelated to the Home Equity Loans identified in the Schedule of Home Equity Loans, or that any Home Equity Loan does not conform to the description thereof as set forth in the Schedule of Home Equity Loans, the Custodian, on behalf of the Indenture Trustee shall promptly so notify the Depositor, the Seller, the Owners and the Insurer. In performing any such review, the Custodian, on behalf of the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the review of the items delivered by the Seller pursuant to Section 2.06(b)(i) is limited solely to confirming that the documents listed in Section 2.06(b)(i) have been executed and received, relate to the Mortgage Files identified in the Schedule of Home Equity Loans and conform to the description thereof in the Schedule of Home Equity Loans. The Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Custodian, on behalf of the Indenture Trustee. If, however, within 90 days after such notice to it respecting such defect the Seller has not remedied the defect and the defect materially and adversely affects the interest in the related Home Equity Loan of the Owners or the Insurer, the Seller will (or will cause an affiliate of the Seller to) on the next succeeding Monthly Remittance Date (i) substitute in lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver the Substitution Amount to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. (c) In addition to the foregoing, the Custodian, on behalf of the Indenture Trustee also agrees to make a review during the 12th month after the Startup Day indicating the current status of the exceptions previously indicated on the Pool Certification (the "Final Certification"). After delivery of the Final Certification, the Custodian, on behalf of the Indenture Trustee and the Servicer shall provide to the Insurer no less frequently than monthly updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminated.

Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver and to cause the Custodian to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller in the forms attached as Exhibit [__ _] hereto, and declares through the Custodian that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Insurer. The Indenture Trustee agrees, for the benefit of the Owners and the Insurer, to cause the Custodian to review such items within 45 forty-five (45) days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 forty-five (45) days of receipt and with respect to any Qualified Replacement Mortgage, within 45 forty-five (45) days after the assignment thereof) and to deliver to the Depositor, the Seller, the Servicer and the Insurer a certification in the form attached hereto as Exhibit [__ _] (a "Pool Certification") to the effect that, as to each Home Equity Loan listed in the Schedule of Home Equity Loans (other than any Home Equity Loan paid in full or any Home Equity Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 2.06(b)(i) of this Agreement have been executed and are in its possession and that the Notes have been endorsed as set forth in Section 2.06(b)(i) hereof, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Home Equity Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Home Equity Loans accurately reflects the information set forth in the Mortgage File. The Indenture Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this subsection 2.07(a). Without limiting the effect of the preceding sentence, in reviewing any Mortgage File, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper form (except to determine if the Indenture Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Indenture Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Home Equity Loan. (b) If the Custodian, on behalf of the Indenture Trustee during such 45-day period finds any document constituting a part of a Mortgage File which is not executed, has not been received, or is unrelated to the Home Equity Loans identified in the Schedule of Home Equity Loans, or that any Home Equity Loan does not conform to the description thereof as set forth in the Schedule of Home Equity Loans, the Custodian, on behalf of the Indenture Trustee shall promptly so notify the Depositor, the Seller, the Owners and the Insurer. In performing any such review, the Custodian, on behalf of the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the review of the items delivered by the Seller pursuant to Section 2.06(b)(i) is limited solely to confirming that the documents listed in Section 2.06(b)(i) have been executed and received, relate to the Mortgage Files identified in the Schedule of Home Equity Loans and conform to the description thereof in the Schedule of Home Equity Loans. The Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Custodian, on behalf of the Indenture Trustee. If, however, within 90 ninety (90) days after such notice to it respecting such defect the Seller has not remedied the defect and the defect materially and adversely affects the interest in the related Home Equity Loan of the Owners or the Insurer, the Seller will (or will cause an affiliate of the Seller to) on the next succeeding Monthly Remittance Date (i) substitute in lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver the Substitution Amount to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. (c) In addition to the foregoing, the Custodian, on behalf of the Indenture Trustee also agrees to make a review during the 12th month after the Startup Day indicating the current status of the exceptions previously indicated on the Pool Certification (the "Final Certification"). After delivery of the Final Certification, the Custodian, on behalf of the Indenture Trustee and the Servicer shall provide to the Insurer no less frequently than monthly updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminated.

Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver and to cause the Custodian to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller in the forms attached as Exhibit __ heretoSeller, and declares through the Custodian that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Insurer. The Indenture Trustee agrees, for the benefit of the Owners and the Insurer, to cause the Custodian to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Servicer and the Insurer a certification in the form attached hereto as Exhibit __ (a "Pool Certification") to the effect that, as to each Home Equity Loan listed in the Schedule of Home Equity Loans (other than any Home Equity Loan paid in full or any Home Equity Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 2.06(b)(i) of this Agreement have been executed and are in its possession and that the Notes have been endorsed as set forth in Section 2.06(b)(i) hereof, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Home Equity Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Home Equity Loans accurately reflects the information set forth in the Mortgage File. The Indenture Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this subsection 2.07(a). Without limiting the effect of the preceding sentence, in reviewing any Mortgage File, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper form (except to determine if the Indenture Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Indenture Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Home Equity Loan. (b) If the Custodian, on behalf of the Indenture Trustee during such 45-day period finds any document constituting a part of a Mortgage File which is not executed, has not been received, or is unrelated to the Home Equity Loans identified in the Schedule of Home Equity Loans, or that any Home Equity Loan does not conform to the description thereof as set forth in the Schedule of Home Equity Loans, the Custodian, on behalf of the Indenture Trustee shall promptly so notify the Depositor, the Seller, the Owners and the Insurer. In performing any such review, the Custodian, on behalf of the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the review of the items delivered by the Seller pursuant to Section 2.06(b)(i) is limited solely to confirming that the documents listed in Section 2.06(b)(i) have been executed and received, relate to the Mortgage Files identified in the Schedule of Home Equity Loans and conform to the description thereof in the Schedule of Home Equity Loans. The Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Custodian, on behalf of the Indenture Trustee. If, however, within 90 days after such notice to it respecting such defect the Seller has not remedied the defect and the defect materially and adversely affects the interest in the related Home Equity Loan of the Owners or the Insurer, the Seller will (or will cause an affiliate of the Seller to) on the next succeeding Monthly Remittance Date (i) substitute in lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver the Substitution Amount to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. (c) In addition to the foregoing, the Custodian, on behalf of the Indenture Trustee also agrees to make a review during the 12th month after the Startup Day indicating the current status of the exceptions previously indicated on the Pool Certification (the "Final Certification"). After delivery of the Final Certification, the Custodian, on behalf of the Indenture Trustee and the Servicer shall provide to the Insurer no less frequently than monthly updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminated.

Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver and to cause the Custodian to execute and deliver on the Startup Day Closing Date and on each Deposit Date an acknowledgment of receipt of the items specified in Part I of Exhibit D and delivered by or at the Seller direction of the Depositor with respect to the Issuer in the forms form attached as Exhibit __ C hereto, and declares through the Custodian that it will hold such documents and any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of the Trust Estate and delivered to the CustodianIndenture Trustee, as Indenture Trustee in trust for the Issuer upon and subject to the conditions set forth herein for the benefit of the Owners Noteholders, the Certificateholders and the InsurerCredit Enhancer. The Indenture Trustee agrees, for the benefit of the Owners Noteholders, the Certificateholders and the InsurerCredit Enhancer, to cause the Custodian to review such items with respect to the Issuer delivered to it (i) within 45 days after the Startup Day Closing Date and (ii) the first anniversary of the Closing Date (or, with respect to any document delivered after the Startup DayClosing Date pursuant to Part I of Exhibit D, within 45 days of receipt and with respect to any Qualified Replacement Additional Loan or Eligible Substitute Mortgage, within 45 days after the assignment thereofrelated Deposit Cut-off Date or Replacement Cut-off Date) and to deliver to the Depositor, the SellerOwner Trustee, the Servicer Originators and the Insurer Credit Enhancer a certification (the "Certification") in the form attached hereto as Exhibit __ (a "Pool Certification") A to the effect that, as to each Home Equity Loan listed in the Schedule of Home Equity Loans and Schedule of Additional Loans (other than any Home Equity Loan paid in full or any Home Equity Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 2.06(b)(i) Part I of this Agreement have been executed and Exhibit D are in its possession and that the Notes have been endorsed as set forth in Section 2.06(b)(i) hereofpossession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Home Equity Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Home Equity Loans and Schedule(s) of Additional Loans as to loan number, address (including state) of the Primary Parcel, the Original Principal Balance, the Index, the Gross Margin, the Periodic Rate Cap, the Lifetime Cap, the Lifetime Floor and the maturity date, accurately reflects the information set forth in the Mortgage related File. The Indenture Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this subsection 2.07(a). Without limiting the effect of the preceding sentence, in reviewing any Mortgage File, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper form (except to determine if the Indenture Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, recordable, sufficient, suitable, insurable, collectable, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Indenture Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Home Equity Loan. (b) If the Custodian, on behalf of the Indenture Trustee during such 45-day or one-year period finds any document constituting a part of a Mortgage File which is not executed, has not been received, or is unrelated to the Home Equity Loans identified in the Schedule of Home Equity Loans or Schedule(s) of Additional Loans, as the case may be, or that any Home Equity Loan does not conform in a material respect to the description thereof as set forth in the Schedule of Home Equity Loans or Schedule(s) of Additional Loans, as the Custodiancase may be, on behalf of the Indenture Trustee shall promptly so notify the Depositor, the SellerOwner Trustee, the Owners Originators and the InsurerCredit Enhancer. In the event the Certification delivered after the one-year period reflects any exceptions, the Indenture Trustee shall deliver Certifications on each subsequent Payment Date to the Credit Enhancer, the Owner Trustee, the Depositor, the Servicer and the Originators until all such exceptions have been cured (or waived by the Credit Enhancer) or the related Home Equity Loans have been repurchased. In performing any such review, the Custodian, on behalf of the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee's review of the items delivered by or on behalf of the Seller Depositor pursuant to Section 2.06(b)(i) Part I of Exhibit D is limited solely to confirming that the documents listed in Section 2.06(b)(i) Part I of Exhibit D have been executed and received, where required to be original documents are originals, relate to the Mortgage Files identified in the Schedule of Home Equity Loans and Schedule(s) of Additional Loans and conform materially to the description thereof in the Schedule of Home Equity Loans and Schedule(s) of Additional Loans. The Seller agrees Originators have agreed, pursuant to the Loan Purchase Agreement, to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Custodian, on behalf of Indenture Trustee or the Indenture TrusteeCredit Enhancer. If, however, within 90 60 days after such the Indenture Trustee's or the Credit Enhancer's notice to it the applicable Originator respecting such defect the Seller applicable Originator has not remedied remedied, or caused to be remedied, the defect and the defect materially and adversely affects the interest of the Noteholders, the Certificateholders and the Credit Enhancer in the related Home Equity Loan of the Owners or the InsurerLoan, the Seller Depositor will (or will cause an affiliate of the Seller applicable Originator to) on the next succeeding Monthly Remittance Date (i) substitute in lieu of such Home Equity Loan a Qualified Replacement an Eligible Substitute Mortgage and deliver the Substitution Adjustment Amount applicable thereto to the Servicer for deposit in the Principal and Interest Collection Account or (ii) purchase such Home Equity Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Collection Account. (c) . In addition connection with any such proposed purchase or substitution, the Eligible Substitute Mortgage or Mortgages shall be subject to the foregoingterms of this Agreement in all respects, and the Depositor shall be deemed to have made with respect to such Eligible Substitute Mortgage or Mortgages, as of the date of substitution, the Custodiancovenants, on behalf representations and warranties set forth in Exhibit D. The procedures applied by the Depositor in selecting each Eligible Substitute Mortgage shall not be materially adverse to the interests of the Indenture Trustee also agrees to make a review during the 12th month after the Startup Day indicating the current status of the exceptions previously indicated on the Pool Certification (the "Final Certification"). After delivery of the Final CertificationOwner Trustee, the CustodianIndenture Trustee, on behalf of the Indenture Trustee and Securityholders or the Servicer shall provide to the Insurer no less frequently than monthly updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminatedCredit Enhancer.

Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver and to cause the Custodian to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller in the forms attached as Exhibit __ hereto, and declares through the Custodian that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Insurer. The Indenture Trustee agrees, for the benefit of the Owners and the Insurer, to cause the Custodian to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Servicer and the Insurer a certification in the form attached hereto as Exhibit __ (a "Pool Certification") to the effect that, as to each Home Equity Loan listed in the Schedule of Home Equity Loans (other than any Home Equity Loan paid in full or any Home Equity Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 2.06(b)(i) of this Agreement have been executed and are in its possession and that the Notes have been endorsed as set forth in Section 2.06(b)(i) hereof, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Home Equity Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Home Equity Loans accurately reflects the information set forth in the Mortgage File. The Indenture Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this subsection 2.07(a). Without limiting the effect of the preceding sentence, in reviewing any Mortgage File, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper form (except to determine if the Indenture Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Indenture Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Home Equity Loan. (b) If the Custodian, on behalf of the Indenture Trustee during such 45-day period finds any document constituting a part of a Mortgage File which is not executed, has not been received, or is unrelated to the Home Equity Loans identified in the Schedule of Home Equity Loans, or that any Home Equity Loan does not conform to the description thereof as set forth in the Schedule of Home Equity Loans, the Custodian, on behalf of the Indenture Trustee shall promptly so notify the Depositor, the Seller, the Owners and the Insurer. In performing any such review, the Custodian, on behalf of the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the review of the items delivered by the Seller pursuant to Section 2.06(b)(i) is limited solely to confirming that the documents listed in Section 2.06(b)(i) have been executed and received, relate to the Mortgage Files identified in the Schedule of Home Equity Loans and conform to the description thereof in the Schedule of Home Equity Loans. The Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Custodian, on behalf of the Indenture Trustee. If, however, within 90 days after such notice to it respecting such defect the Seller has not remedied the defect and the defect materially and adversely affects the interest in the related Home Equity Loan of the Owners or the Insurer, the Seller will (or will cause an affiliate of the Seller to) on the next succeeding Monthly Remittance Date (i) substitute in lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver the Substitution Amount to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. (c) In addition to the foregoing, the Custodian, on behalf of the Indenture Trustee also agrees to make a review during the 12th month after the Startup Day indicating the current status of the exceptions previously indicated on the Pool Certification (the "Final Certification"). After delivery of the Final Certification, the Custodian, on behalf of the Indenture Trustee and the Servicer shall provide to the Insurer no less frequently than monthly updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminated.