Common use of Acceptance by Indenture Trustee Clause in Contracts

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(h) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On Subject to the Closing Dateprovisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Custodian shall execute Indenture Trustee acknowledges receipt of the documents referred to in Section 2.01 above and deliver declares that it holds and will hold such documents and the other documents delivered to the Depositor, the Master Servicerit constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the Sponsor definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee agrees, for the benefit of the Noteholders, to review (with a copy or to cause the Credit EnhancerCustodian to review) the Initial Certification pursuant to the Custodial Agreement. If each Mortgage Loans have been delivered after File no later than the Closing Date pursuant (or, with respect to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Indenture Trustee further agrees, for the benefit of the Noteholders, to certify or cause the Custodian shall deliver to certify to the Depositor, the Master Servicer, Depositor and the Sponsor Servicer in substantially the form attached hereto as Exhibit D-1, on the Closing Date (or, with a copy respect to any document delivered after the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification Closing Date, within 90 45 days of its receipt. (breceipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof) All interest of the Trust that, as to each Mortgage Loan listed in the Mortgage Loan shall Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be retransferred without recoursedelivered to it pursuant Section 2.01 (other than Section 2.01(vi)) of this Agreement and if actually delivered to it, representationthe documents required to be delivered to it pursuant to Section 2.01(vi) of this Agreement are in its possession, or warranty (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination of the Sponsor foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iii), (x), (xi), (xii), (xviii), (xxiv) and the Asset Balance (xxv), but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan shall be deducted from Schedule accurately reflects information set forth in the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount Mortgage File. It is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect herein acknowledged that, in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defectiveconducting such review, or (iii) an Assignment of Mortgage to the Indenture Trustee has not (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded in accordance with Section 2.01(i) and or that they are other than what they purport to be on their face. No later than the Mortgage Loan first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If soBusiness Day, the Indenture Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit D-2, with any applicable exceptions noted on the exception report attached thereto. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee shall so notify the Originator, the Depositor, the Sponsor and the Servicer, such notification to be in the form of an exception report. In addition, upon the discovery by the Depositor or the Servicer (or upon receipt by a Responsible Officer of the deficiencyIndenture Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Noteholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Issuer intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer in trust for the benefit of the Noteholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and within five Business Days after the retransfer the Sponsor that this Agreement shall eitherconstitute a security agreement under applicable law.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian Indenture Trustee shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian Indenture Trustee shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian the Indenture Trustee shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All receipt and in no event later than [270] days after the Closing Date. Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the [270]th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Mxxxxage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its gexxxxl account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (b) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (c) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If either (i) Initial Mortgage Loans have been delivered after the Closing Date or (ii) Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the a Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the that Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any that Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any that Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the such a Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On The Indenture Trustee hereby acknowledges its receipt of the Closing DateInsurance Policy and the sale and assignment of the Mortgage Loans, and, subject to the review and period for delivery provided for in Section 2.01, the Custodian shall execute and deliver to the Depositor, the Master ServicerMortgage Files, and declares that the Sponsor (with a copy to Indenture Trustee will hold such documents and all amounts received by it under the Credit Enhancer) Indenture in trust, upon the Initial Certification pursuant to terms herein set forth, for the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute use and deliver to the Depositor, the Master Servicer, benefit of all present and future Class A Noteholders and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptInsurer. (b) All interest of If the Seller is given notice under Section 2.01(c) and if the Seller does not correct or cure such omission or defect within the -day period specified in Section 2.01(c), the Seller shall purchase such Mortgage Loan from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan on the Determination Date in the month following the month in which such -day period expired at the Purchase Price of such Mortgage Loan or, in the case of a substitution, in accordance with Section 2.06. The Purchase Price and any Substitution Adjustments for the purchased Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to in the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to Determination Date immediately following such -day period; provided that the Indenture Trustee has not been recorded shall remit to the Depositor or the Insurer, as applicable, the portion of the amount, if any, of the Purchase Price referred to in accordance with Section 2.01(iclause (iv) and of the Mortgage Loan definition thereof to the extent such amount is not registered incurred by or imposed on the MERS(R) System. Interest accrued on Depositor or the Asset Balance Insurer and, upon receipt by the Indenture Trustee of written notification of such deposit signed by an officer of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If soSeller, the Indenture Trustee shall notify release to the Sponsor Seller the related Mortgage File and the Indenture Trustee shall execute and deliver such instruments of transfer or assignment, prepared by and at the expense of the deficiencySeller, in each case without recourse, representation or warranty as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and within five Business Days after agreed that the retransfer obligation of the Sponsor Seller to purchase any Mortgage Loan or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan as to which a material defect in or omission of a constituent document exists shall eitherconstitute the sole remedy against the Seller respecting such defect or omission available to the Insurer, the Noteholders, the Indenture Trustee, the Owner Trustee or the Transferor. The Servicer, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section and Section 2.06, as the case may be, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e2.01(c), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) MERS® System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor’s obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee and the Credit Enhancer, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Sponsor shall appropriately mxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below “Baa1” by Mxxxx'x or “BBB+” by Standard & Poor's (a “Stamping Trigger Event”) and (y) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause the Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: “CWHEQ Revolving Home Equity Loan Trust, Series 2000-X, Xxx Xxxx xx Xxx Xxxx, as Indenture Trustee.” After the occurrence of a Transfer Deficiency for Stamping Trigger Event and after the related Loan Group. If soearlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On The Indenture Trustee acknowledges receipt of the Closing DatePolicy and, subject to the provisions of Section 2.03 and subject to the review described in the next paragraph below and any exceptions noted on the exception report described in the next paragraph below, the Custodian shall execute documents referred to in Section 2.03 (other than such documents described in Section 2.03(a)(v)) above and deliver all other assets included in the definition of "Trust Property" (to the Depositorextent of amounts deposited into the Collection Account, the Master ServicerRedemption Account and the Pre-Funding Account) and declares that it holds and will hold such documents and the other documents delivered and to be delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the Sponsor definition of "Trust Property" in trust for the exclusive use and benefit of all present and future Noteholders and the Insurer in accordance with the provisions of this Agreement and the Indenture. (with a copy b) The Indenture Trustee agrees, for the benefit of the Noteholders and the Insurer, to review each Mortgage File relating to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement Additional Mortgage Loans within the period specified in the Custodial Agreement. Within 180 30 days after the Closing Date, Custodian and to review each Mortgage File relating to each Pre-Funded Mortgage Loan within 90 days of the Pre-Funded Loan Transfer Date for such Pre-Funded Mortgage Loan, and to certify in substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage Loan (other than any Mortgage Loan which has been certified as having been paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6), (9)(A), (10), (13) and (16) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee is under no duty or obligation (i) 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 have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.03(a). (c) Prior to the first anniversary date of this Agreement the Indenture Trustee shall deliver to the Trust, the Depositor, the Master Servicer, Servicer and the Sponsor (with Insurer a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted final certification in the Final Certification within 90 days form annexed hereto as Exhibit C-2 evidencing the completeness of its receiptthe Mortgage Files, with any applicable exceptions noted thereon. (bd) All interest of the Trust If in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance process of reviewing the Mortgage Loan shall be deducted from Files and making or preparing, as the Loan Group Balance of case may be, the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited certifications referred to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If soabove, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee shall so notify the Sponsor Trust, the Depositor, the Sponsor, the Servicer and the Insurer. In addition, upon the discovery by the Trust, the Depositor, the Servicer or the Indenture Trustee of a breach of any of the deficiency, representations and within five Business Days after the retransfer warranties made by the Sponsor in the Unaffiliated Seller's Agreement, by the Contributor in the Contributor/Sponsor Contribution Agreement or by the Originator in the Originator/Contributor Contribution Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Noteholders or the Insurer in such Mortgage Loan, the party discovering such breach shall eithergive prompt written notice to the other parties and the Insurer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Morxxxxe Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its genexxx account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. The foregoing shall be not preclude the property Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under the Insurance Agreement, the Indenture and the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall amend the Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the Collection Account in accordance with Section 2.07. The foregoing shall not preclude the Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under Section [ ] of the related Collection Period Insurance Agreement, Section 5.12(b) of the Indenture, and Section 9.02 of the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx xs no longer servicing the Mortgage Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and makx xxpropriate entries in its general account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poxx'x (x "Stamping Trigger Event") and (y) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause the Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "CWHEQ Revolving Home Equity Loan Trust, Series 2007-A, The Bank of New York, as Ixxxxxxxx Xxxxxxx." Xxxxx xxx occurrence of a Transfer Deficiency for Stamping Trigger Event and after the related Loan Group. If soearlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. The foregoing shall be not preclude the property Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under the Insurance Agreement, the Indenture, and the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall amend the Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If either (i) Initial Mortgage Loans have been delivered after the Closing Date or (ii) Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Morxxxxe Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and make appropriate entries in its genexxx account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poor's (a "Stamping Trigger Event") xxx (x) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency for the related Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2006-I, The Bank of New York, as Indenture Trustee." After the occuxxxxxx x Xxxxxxxx Xxxxxxx Xxent and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07,the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx xs no longer servicing the Mortgage Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and makx xxpropriate entries in its general account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poxx'x (x "Stamping Trigger Event") and (y) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency the Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "JPMorgan Chase Bank, as Indenture Trustee for the related CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2005-C." After the occurrence a Stamping Trigger Event and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Morxxxxe Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its genexxx account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. The foregoing shall be not preclude the property Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under the Insurance Agreement, the Indenture, and the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall amend the Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If either (i) Initial Mortgage Loans have been delivered after the Closing Date or (ii) Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) MERS® System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor’s obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. The foregoing shall be not preclude the property Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under the Insurance Agreement, the Indenture, and the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall amend the Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Sponsor shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Xxxxx'x or "BBB+" by Standard & Poor's (a "Stamping Trigger Event") and (y) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency the Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "JPMorgan Chase Bank, as Indenture Trustee for the related CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2005-D." After the occurrence a Stamping Trigger Event and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, the Indenture Trustee and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx xs no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and makx xxpropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx xs no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and makx xxpropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee shall notify any documents required to be held by the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall eitherIndenture Trustee in accordance with Section 2.01 with respect to any Eligible

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans Files have been delivered after the Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) MERS® System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor’s obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(h) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Moxxxxge Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its genxxxx account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Moxxxxge Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and make appropriate entries in its genxxxx account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poor's (a "Stamping Trigger Event") xxx (y) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency for the related Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2007-B, The Bank of New York, as Indenture Trustee." After the occxxxxxxx xx x Xxxxxxxx Xxxxxxr Event and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian Indenture Trustee shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor [(with a copy to the Credit Enhancer) )] the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian Indenture Trustee shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor [(with a copy to the Credit Enhancer) )] a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 [180] days after the Closing Date, Custodian the Indenture Trustee shall deliver to the Depositor, the Master Servicer, and the Sponsor [(with a copy to the Credit Enhancer) )] a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 [90] days of its receipt. (b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if (i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired, (ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective[.][, or (iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. .] Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan GroupDeficiency. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five [five] Business Days after the retransfer the Sponsor shall either

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Morxxxxe Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its genexxx account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If either (i) Initial Mortgage Loans have been delivered after the Closing Date or (ii) Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, the Co-Trustee, the Loan Insurance Policy Provider, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that xx is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and maxx xppropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. The foregoing shall be not preclude the property Credit Enhancer from pursuing any independent remedies or rights it has against the Sponsor under the Insurance Agreement, the Indenture, and the Trust Agreement. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall amend the Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Xxxxgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately mark its Electronic Ledger and make appropriate entries in its gxxxxal account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If either (i) Initial Mortgage Loans have been delivered after the Closing Date or (ii) Additional Home Equity Loans have been delivered after the Subsequent Closing date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (ii) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (iiiii) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iiiiv) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Noteholders, the Transferor, the Owner Trustee, the Indenture Trustee, and the Credit Enhancer against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately xxxx its records to indicate that it is no longer servicing the Mortgage Loan on behalf of the Trust. The Indenture Trustee Sponsor shall determine if reducing appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect the relevant Loan Group Balance by transfer promptly following the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall notify determine the Transfer Deposit Amount in any Collection Period during which the Sponsor of the deficiency, substitutes Eligible Substitute Mortgage Loans and within five Business Days after the retransfer the Sponsor shall eitherdeposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Date the Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Pool Balance, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee and the Credit Enhancer, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Mortxxxx Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and make appropriate entries in its generxx xccount records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee.\ (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poor's (a "Stamping Trigger Event") xxx (x) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency for the related Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2007-C, The Bank of New York, as Indenture Trustee." After the occurxxxxx xx x Xxxxxxxx Xxxxxxx Event and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.

Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Files with respect to either Initial Mortgage Loans have been delivered after the Closing Date or Additional Home Equity Loans have been delivered after the Subsequent Closing Date pursuant to Section 2.01(e2.01(d), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing DateDate with respect to the Initial Mortgage Loans and within 180 days of the relevant Subsequent Closing Date with respect to Additional Home Equity Loans, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receiptreceipt and in no event later than 270 days after the Closing Date. (b) All Upon the satisfaction of the requirements of Section 2.07, all interest of the Trust in the a Mortgage Loan shall automatically be retransferred no later than the 270th day after the Closing Date without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied Group, if (i1) the Indenture Trustee does not receive the Mortgage File for any Mortgage Loan as required by Section 2.01(d), (2) the time to correct any defect in any the Mortgage Loan noted on the Final Certification has expired, (ii3) the Trust ever incurs any loss on any the Mortgage Loan because any document in its Mortgage File is defective, or (iii4) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i2.01(g) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on Subject to the Asset Balance prior satisfaction of the requirements of Section 2.07, the Owner Trustee shall execute any documents of transfer presented by the Sponsor, without recourse, representation, or warranty, and take any other actions reasonably requested by the Sponsor to effect the transfer by the Trust of the Defective Mortgage Loan pursuant to this Section as promptly as practical. The sole remedy of the Secured Parties, the Transferor, the Owner Trustee, and the Indenture Trustee against the Sponsor for the transfer of a Defective Mortgage Loan to the end Trust is the Sponsor's obligation to accept a transfer of a Defective Mortgage Loan and to convey an Eligible Substitute Mortgage Loan or to make a deposit of any Transfer Deposit Amount into the related Collection Period Account in accordance with Section 2.07. Promptly following the transfer of any Defective Mortgage Loan from the Trust pursuant to this Section or Section 2.07, the Master Servicer shall be amend the property Mortgage Loan Schedule, deliver the amended Mortgage Loan Schedule to the Indenture Trustee, and make appropriate entries in its general account records to reflect the transfer. Following the retransfer, the Master Servicer shall appropriately mark its records to indicate that it is no longer servicing the Morxxxxe Loan on behalf of the Trust. The Sponsor shall appropriately mark its Electronic Ledger and make appropriate entries in its genexxx account records to reflect the transfer promptly following the transfer. (c) The Sponsor shall deliver to the Indenture Trustee any documents required to be held by the Indenture Trustee in accordance with Section 2.01 with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall determine if reducing the relevant Loan Group Balance Transfer Deposit Amount in any Collection Period during which the Sponsor substitutes Eligible Substitute Mortgage Loans and the Sponsor shall deposit that amount in the Collection Account at the time of substitution. All amounts received on the Eligible Substitute Mortgage Loans during the Collection Period in which the circumstances giving rise to their transfer to the Trust occur shall not be a part of the Trust and shall not be deposited by the Asset Balance Master Servicer in the Collection Account. All amounts received on a removed Defective Mortgage Loan during the Collection Period in which the circumstances giving rise to its transfer to the Trust occur shall be a part of the retransferred Trust and shall be deposited by the Master Servicer in the Collection Account. An Eligible Substitute Mortgage Loan would will be subject to the terms of this Agreement in all respects when transferred to the Trust, and the Sponsor hereby makes the representations, warranties, and covenants in Section 2.04 with respect to the Eligible Substitute Mortgage Loan as of the date of substitution. (d) The Custodian shall retain possession of each Mortgage File on behalf of the Indenture Trustee in accordance with the Custodial Agreement. The Master Servicer shall promptly deliver to the Indenture Trustee the originals of any other documents constituting the Mortgage File coming into its possession on their execution or receipt. Any documents to be delivered to the Indenture Trustee under this Agreement may be delivered to the Custodian acting on behalf of the Indenture Trustee. (e) If (x) the credit ratings of the Sponsor are reduced to below "Baa1" by Moody's or "BBB+" by Standard & Poor's (a "Stamping Trigger Event") xxx (x) the Credit Enhancer so instructs the Sponsor, the Indenture Trustee, and the Custodian in writing, the Sponsor shall cause a Transfer Deficiency the Custodian, within 30 days of such written instruction by the Credit Enhancer, to stamp on the blank endorsement on each loan agreement the following: "JPMorgan Chase Bank, as Indenture Trustee for the related CWHEQ Revolving Home Equity Loan Group. If soTrust, Series 2006-F." After the occurrence a Stamping Trigger Event and after the earlier of (i) receipt of confirmation from the Sponsor that the endorsements have been completed by the Custodian as outlined above and (ii) 60 days after the Credit Enhancer instructs the Custodian to stamp the loan agreements in accordance with this Section 2.02(e), the Credit Enhancer shall have the right to inspect the loan agreements upon 5 day's written notice to the Custodian, the Indenture Trustee shall notify and the Sponsor Sponsor. If the Custodian fails to stamp the loan agreements in accordance with the requirements of this Section 2.02(e), the Custodian will make the Mortgage Loans available for stamping by the Credit Enhancer or its agent under the supervision (but not the direction) of the deficiencyCustodian. All costs in connection with any stamping in accordance with this Section 2.02(e) shall be at the sole expense of the Credit Enhancer and shall not be charged to the Sponsor, and within five Business Days after the retransfer Trust or the Sponsor Custodian. If a Mortgage Loan is released from the lien of the Indenture in accordance with the terms thereof the stamping shall eitherbe removed from the related loan agreement at the sole expense of the Credit Enhancer.