Common use of Acceptance by Indenture Trustee Clause in Contracts

Acceptance by Indenture Trustee. Retransfer of Mortgage ------------------------------------------------------- Loans. ----- (a) The Trust hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Indenture Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2.01, will hold such documents, and all amounts received by it thereunder and hereunder, in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf of the Noteholders or the Credit Enhancer, in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been recorded as required by Section 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) or substitution of an Eligible Substitute Mortgage Loan, if any, and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and to such Mortgage Loan shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, to the Sponsor on such Business Day and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency"), in which event the Indenture Trustee shall deliver written notice of such deficiency to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency including all unpaid and accrued interest in the amount by which the Principal Balance of the Defective Mortgage Loan exceeds the Principal Balance of the Eligible Substitute Mortgage Loan or a combination of both (i) and (ii) above. Such reduction or substitution and the actual payment of any Transfer Deposit Amount, if any, shall be deemed to be payment in full for such Mortgage Loan. Upon receipt of any Eligible Substitute Mortgage Loan or of written notification signed by a Servicing Officer to the effect that the Transfer Deposit Amount in respect of a Defective Mortgage Loan has been deposited into the Collection Account or, if the Certificate Principal Balance is not reduced below the Minimum Certificateholders' Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Indenture Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage Loan or to make a deposit of any related Transfer Deposit Amount into the Collection Account shall constitute the sole remedy respecting such defect available to Securityholders, the Indenture Trustee and the Credit Enhancer against the Sponsor. The Servicer, promptly following the transfer of a Defective Mortgage Loan from or to the Trust pursuant to this Section, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer. The Servicer shall, following such retransfer, appropriately xxxx its records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The Sponsor, promptly following such transfer, shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to the Sponsor pursuant to this Section that would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest shall not occur if either the Sponsor fails to convey an Eligible Substitute Mortgage Loan or to deposit into the Collection Account any related Transfer Deposit Amount required by this Section with respect to the transfer of such Defective Mortgage Loan. (b) As to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Sponsor shall deliver to the Indenture Trustee with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans such documents and agreements as are required to be held by the Indenture Trustee in accordance with Section 2.01. For any Collection Period during which the Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Transfer Deposit Amount which amount shall be notified to and deposited by the Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Mortgage Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loans so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2.05. The procedures applied by the Sponsor in selecting each Eligible Substitute Mortgage Loans shall not be materially adverse to the interests of the Indenture Trustee, the Noteholders and the Credit Enhancer.

Acceptance by Indenture Trustee. Retransfer of Mortgage ------------------------------------------------------- Loans. ----- (a) The Trust hereby Indenture Trustee acknowledges its receipt of the Policy 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 documents referred to in Section 2.03 (other than such documents described in Section 2.03(a)(v)) above and all other assets included in the definition of "Trust Property" (to the extent of amounts deposited into the Collection Account and the Mortgage Loans, Redemption Account) and declares that the Indenture Trustee it holds and will hold such instrument, documents and the other documents delivered and to the extent that any documents are be delivered to it pursuant to Section 2.01constituting a Mortgage File, and that it holds or will hold all such documents, assets and all amounts received by it thereunder and hereunder, such other assets included in trust, upon the terms herein set forth, definition of "Trust Property" in trust for the exclusive use and benefit of all present and future Securityholders Noteholders and the Credit EnhancerInsurer in accordance with the provisions of this Agreement and the Indenture. (b) The Indenture Trustee agrees, for the benefit of the Noteholders and the Insurer, to review each Mortgage File relating to the Mortgage Loans and within 30 days after the Closing Date, 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), (16) and (23) 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 Servicer and the Insurer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. (d) If in the time process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to cure above, the Indenture Trustee finds any defect 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 Trust, the Depositor, the Unaffiliated Seller, 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 representations and warranties made by the Unaffiliated Seller in the Unaffiliated Seller's Agreement, or by the Originator in the Purchase Agreement and Assignment in respect of any Mortgage Loan of which materially adversely affects such Mortgage Loan or the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf interests of the Noteholders or the Credit Enhancer, Insurer in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been recorded as required by Section 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) or substitution of an Eligible Substitute such Mortgage Loan, if any, and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and to party discovering such Mortgage Loan breach shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, give prompt written notice to the Sponsor on such Business Day other parties and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency"), in which event the Indenture Trustee shall deliver written notice of such deficiency to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency including all unpaid and accrued interest in the amount by which the Principal Balance of the Defective Mortgage Loan exceeds the Principal Balance of the Eligible Substitute Mortgage Loan or a combination of both (i) and (ii) above. Such reduction or substitution and the actual payment of any Transfer Deposit Amount, if any, shall be deemed to be payment in full for such Mortgage Loan. Upon receipt of any Eligible Substitute Mortgage Loan or of written notification signed by a Servicing Officer to the effect that the Transfer Deposit Amount in respect of a Defective Mortgage Loan has been deposited into the Collection Account or, if the Certificate Principal Balance is not reduced below the Minimum Certificateholders' Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Indenture Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage Loan or to make a deposit of any related Transfer Deposit Amount into the Collection Account shall constitute the sole remedy respecting such defect available to Securityholders, the Indenture Trustee and the Credit Enhancer against the Sponsor. The Servicer, promptly following the transfer of a Defective Mortgage Loan from or to the Trust pursuant to this Section, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer. The Servicer shall, following such retransfer, appropriately xxxx its records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The Sponsor, promptly following such transfer, shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to the Sponsor pursuant to this Section that would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest shall not occur if either the Sponsor fails to convey an Eligible Substitute Mortgage Loan or to deposit into the Collection Account any related Transfer Deposit Amount required by this Section with respect to the transfer of such Defective Mortgage LoanInsurer. (b) As to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Sponsor shall deliver to the Indenture Trustee with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans such documents and agreements as are required to be held by the Indenture Trustee in accordance with Section 2.01. For any Collection Period during which the Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Transfer Deposit Amount which amount shall be notified to and deposited by the Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Mortgage Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loans so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2.05. The procedures applied by the Sponsor in selecting each Eligible Substitute Mortgage Loans shall not be materially adverse to the interests of the Indenture Trustee, the Noteholders and the Credit Enhancer.

Acceptance by Indenture Trustee. Retransfer of Mortgage ------------------------------------------------------- Loans. ----- (a) The Trust hereby Indenture Trustee acknowledges its receipt of the Policy 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 documents referred to in Section 2.03 (other than such documents described in Section 2.03(a)(v)) above and all other assets included in the definition of "Trust Property" (to the extent of amounts deposited into the Collection Account, the Redemption Account and the Mortgage Loans, Pre-Funding Account) and declares that the Indenture Trustee it holds and will hold such instrument, documents and the other documents delivered and to the extent that any documents are be delivered to it pursuant to Section 2.01constituting a Mortgage File, and that it holds or will hold all such documents, assets and all amounts received by it thereunder and hereunder, such other assets included in trust, upon the terms herein set forth, definition of "Trust Property" in trust for the exclusive use and benefit of all present and future Securityholders Noteholders and the Credit EnhancerInsurer in accordance with the provisions of this Agreement and the Indenture. (b) The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File relating to the Initial Mortgage Loans and the Additional Mortgage Loans within 30 days after the Closing Date, 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 B-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 Issuer, the Depositor, the Servicer and the Insurer a final certification in the form annexed hereto as Exhibit B-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. (d) If in the time process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to cure above, the Indenture Trustee finds any defect 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 Issuer, the Depositor, the Servicer and the Insurer. In addition, upon the discovery by the Issuer, the Depositor, the Servicer or the Indenture Trustee of a breach of any of the representations and warranties made by the Sponsor in the related Unaffiliated Seller's Agreement or by the Originator in the Purchase and Assignment Agreement in respect of any Mortgage Loan of which the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf of the Noteholders or the Credit Enhancer, in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been recorded as required by Section 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) or substitution of an Eligible Substitute Mortgage Loan, if any, and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and to materially adversely affects such Mortgage Loan shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, to the Sponsor on such Business Day and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency"), in which event the Indenture Trustee shall deliver written notice of such deficiency to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency including all unpaid and accrued interest in the amount by which the Principal Balance of the Defective Mortgage Loan exceeds the Principal Balance of the Eligible Substitute Mortgage Loan or a combination of both (i) and (ii) above. Such reduction or substitution and the actual payment of any Transfer Deposit Amount, if any, shall be deemed to be payment in full for such Mortgage Loan. Upon receipt of any Eligible Substitute Mortgage Loan or of written notification signed by a Servicing Officer to the effect that the Transfer Deposit Amount in respect of a Defective Mortgage Loan has been deposited into the Collection Account or, if the Certificate Principal Balance is not reduced below the Minimum Certificateholders' Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Indenture Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage Loan or to make a deposit of any related Transfer Deposit Amount into the Collection Account shall constitute the sole remedy respecting such defect available to Securityholders, the Indenture Trustee and the Credit Enhancer against the Sponsor. The Servicer, promptly following the transfer of a Defective Mortgage Loan from or to the Trust pursuant to this Section, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer. The Servicer shall, following such retransfer, appropriately xxxx its records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The Sponsor, promptly following such transfer, shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to the Sponsor pursuant to this Section that would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest shall not occur if either the Sponsor fails to convey an Eligible Substitute Mortgage Loan or to deposit into the Collection Account any related Transfer Deposit Amount required by this Section with respect to the transfer of such Defective Mortgage Loan. (b) As to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Sponsor shall deliver to the Indenture Trustee with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans such documents and agreements as are required to be held by the Indenture Trustee in accordance with Section 2.01. For any Collection Period during which the Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Transfer Deposit Amount which amount shall be notified to and deposited by the Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Mortgage Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loans so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2.05. The procedures applied by the Sponsor in selecting each Eligible Substitute Mortgage Loans shall not be materially adverse to the interests of the Indenture TrusteeNoteholders in such Mortgage Loan, the Noteholders party discovering such breach shall give prompt written notice to the other parties and the Credit EnhancerInsurer.

Acceptance by Indenture Trustee. Retransfer of Mortgage ------------------------------------------------------- Loans. ----- (a) The Trust hereby Indenture Trustee acknowledges its receipt of the Policy 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 documents referred to in Section 2.03 (other than such documents described in Section 2.03(a)(v)) above and all other assets included in the definition of "Trust Property" (to the extent of amounts deposited into the Collection Account and the Mortgage Loans, Redemption Account) and declares that the Indenture Trustee it holds and will hold such instrument, documents and the other documents delivered and to the extent that any documents are be delivered to it pursuant to Section 2.01constituting a Mortgage File, and that it holds or will hold all such documents, assets and all amounts received by it thereunder and hereunder, such other assets included in trust, upon the terms herein set forth, definition of "Trust Property" in trust for the exclusive use and benefit of all present and future Securityholders Noteholders and the Credit EnhancerInsurer in accordance with the provisions of this Agreement and the Indenture. (b) The Indenture Trustee agrees, for the benefit of the Noteholders and the Insurer, to review each Mortgage File relating to the Mortgage Loans within 30 days after the Closing Date, 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 Servicer and the Insurer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. (d) If in the time process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to cure above, the Indenture Trustee finds any defect 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 Trust, the Depositor, the Unaffiliated Seller, 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 representations and warranties made by the Unaffiliated Seller in the Unaffiliated Seller's Agreement, or by the Originator in the Purchase Agreement and Assignment in respect of any Mortgage Loan of which materially adversely affects such Mortgage Loan or the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf interests of the Noteholders or the Credit Enhancer, Insurer in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been recorded as required by Section 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) or substitution of an Eligible Substitute such Mortgage Loan, if any, and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and to party discovering such Mortgage Loan breach shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, give prompt written notice to the Sponsor on such Business Day other parties and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency"), in which event the Indenture Trustee shall deliver written notice of such deficiency to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency including all unpaid and accrued interest in the amount by which the Principal Balance of the Defective Mortgage Loan exceeds the Principal Balance of the Eligible Substitute Mortgage Loan or a combination of both (i) and (ii) above. Such reduction or substitution and the actual payment of any Transfer Deposit Amount, if any, shall be deemed to be payment in full for such Mortgage Loan. Upon receipt of any Eligible Substitute Mortgage Loan or of written notification signed by a Servicing Officer to the effect that the Transfer Deposit Amount in respect of a Defective Mortgage Loan has been deposited into the Collection Account or, if the Certificate Principal Balance is not reduced below the Minimum Certificateholders' Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Indenture Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage Loan or to make a deposit of any related Transfer Deposit Amount into the Collection Account shall constitute the sole remedy respecting such defect available to Securityholders, the Indenture Trustee and the Credit Enhancer against the Sponsor. The Servicer, promptly following the transfer of a Defective Mortgage Loan from or to the Trust pursuant to this Section, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer. The Servicer shall, following such retransfer, appropriately xxxx its records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The Sponsor, promptly following such transfer, shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to the Sponsor pursuant to this Section that would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest shall not occur if either the Sponsor fails to convey an Eligible Substitute Mortgage Loan or to deposit into the Collection Account any related Transfer Deposit Amount required by this Section with respect to the transfer of such Defective Mortgage LoanInsurer. (b) As to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Sponsor shall deliver to the Indenture Trustee with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans such documents and agreements as are required to be held by the Indenture Trustee in accordance with Section 2.01. For any Collection Period during which the Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Transfer Deposit Amount which amount shall be notified to and deposited by the Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Mortgage Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loans so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2.05. The procedures applied by the Sponsor in selecting each Eligible Substitute Mortgage Loans shall not be materially adverse to the interests of the Indenture Trustee, the Noteholders and the Credit Enhancer.

Acceptance by Indenture Trustee. Retransfer Certain Substitutions of ------------------------------------------------------------ Mortgage ------------------------------------------------------- Loans. -----; Certification by Indenture Trustee ---------------------------------------------------- (a) The Trust hereby acknowledges its Indenture Trustee, on behalf of the Issuer and as Indenture Trustee, agrees to execute and deliver on the Closing Date an acknowledgment of receipt of the Policy items specified in Part I of Exhibit D and delivered by or at the Mortgage Loansdirection of the Issuer with respect to the Trust in the form attached as Exhibit B hereto, and declares that the Indenture Trustee holds and it will hold such instrumentdocuments and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of the Trust Estate and delivered to the Indenture Trustee, as Indenture Trustee upon and subject to the conditions set forth herein and in the Indenture for the benefit of the Owners, the Certificateholders and the Note Insurer. The Indenture Trustee agrees, for the benefit of the Owners, the Certificateholders and the Note Insurer, to review such items with respect to the Issuer delivered to it (i) within 45 days after the Closing Date and (ii) within 180 days after the Closing Date with respect to each Mortgage Loan as to which the assignment is required to be recorded (or, with respect to any document delivered after the Closing Date pursuant to Part I of Exhibit D, within 45 days of receipt and with respect to any Qualified Replacement Mortgage, within 45 days after the related Replacement Cut-off Date) and to deliver to the extent that Depositor, the Seller and the Note Insurer a pool certification (the "Pool Certification") in the form attached hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents are required to be delivered to it pursuant to Section 2.01Part I of Exhibit D are in its possession, will hold such documents, and all amounts received by it thereunder and hereunder, in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf of the Noteholders or the Credit Enhancer, in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee such documents have been reviewed by it and have not having been recorded as required by Section 2.01mutilated, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) damaged, torn or substitution of an Eligible Substitute Mortgage Loan, if any, otherwise physically altered and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and relate to such Mortgage Loan shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, (iii) based on its examination and only as to the Sponsor foregoing documents, the information set forth on such Business Day and the Asset Balance Schedule of Mortgage Loans as to loan number, address (including state) of the Property, the Original Principal Balance, whether such Mortgage Loan shall be deducted from is an ARM or a 5/1 ARM Mortgage Loan, for each 5/1 ARM Mortgage Loan, the Pool Balance; providedCoupon Rate, howeverand for each ARM and for each 5/1 ARM, that interest accrued on the Asset Balance of such Mortgage Loan to Index, the end of Gross Margin, the Periodic Rate Cap, the Lifetime Cap, the Lifetime Floor, and the maturity date, accurately reflects the information set forth in the related Collection Period shall be the property of the TrustFile. The Indenture Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine if that they are genuine, valid, recordable, sufficient, suitable, insurable, collectable, enforceable, or appropriate for the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance represented purpose or that they are other than what they purport to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency")on their face, in which event nor shall the Indenture Trustee shall deliver written notice of such deficiency be under any duty to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan determine independently whether there are any intervening assignments or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency including all unpaid and accrued interest in the amount by which the Principal Balance of the Defective Mortgage Loan exceeds the Principal Balance of the Eligible Substitute Mortgage Loan assumption or a combination of both (i) and (ii) above. Such reduction or substitution and the actual payment of any Transfer Deposit Amount, if any, shall be deemed to be payment in full for such Mortgage Loan. Upon receipt of any Eligible Substitute Mortgage Loan or of written notification signed by a Servicing Officer to the effect that the Transfer Deposit Amount in respect of a Defective Mortgage Loan has been deposited into the Collection Account or, if the Certificate Principal Balance is not reduced below the Minimum Certificateholders' Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Indenture Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage Loan or to make a deposit of any related Transfer Deposit Amount into the Collection Account shall constitute the sole remedy respecting such defect available to Securityholders, the Indenture Trustee and the Credit Enhancer against the Sponsor. The Servicer, promptly following the transfer of a Defective Mortgage Loan from or to the Trust pursuant to this Section, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer. The Servicer shall, following such retransfer, appropriately xxxx its records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The Sponsor, promptly following such transfer, shall appropriately xxxx its Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to the Sponsor pursuant to this Section that would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest shall not occur if either the Sponsor fails to convey an Eligible Substitute Mortgage Loan or to deposit into the Collection Account any related Transfer Deposit Amount required by this Section modification agreements with respect to the transfer of such Defective any Mortgage Loan. (b) As If the Indenture Trustee during such 45-day or 180 day period finds any document constituting a part of a File which is not executed, has not been received, or is unrelated to the Mortgage Loans identified in the Schedule of Mortgage Loans or that any Eligible Substitute Mortgage Loan or does not conform in a material respect to the description thereof as set forth in the Schedule of Mortgage LoansLoans as set forth in Section 2.2(a)(iii) above, the Sponsor Indenture Trustee shall promptly so notify the Depositor, the Seller and the Note Insurer. In the event any Pool Certification delivered after the 180 day period reflects any exceptions, the Indenture Trustee shall deliver Pool Certifications on each subsequent Payment Date to the Note Insurer, the Depositor, and the Seller until all such exceptions have been cured (or waived by the Note Insurer) or the related Mortgage Loans have been repurchased. In performing any such review, the Indenture Trustee may conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee's review of the items delivered by or on behalf of the Depositor pursuant to Part I of Exhibit D is limited solely to confirming that the documents listed in Part I of Exhibit D have been executed and received, where required to be original documents are originals, relate to the Files identified in the Schedule of Mortgage Loans and conform materially to the description thereof in the Schedule of Mortgage Loans as set forth in Section 2.2(a)(iii) above. The Seller has agreed, pursuant to the Collateral Sale Agreement, to use reasonable efforts to remedy a material defect in a document constituting part of a File of which it is so notified by the Indenture Trustee or the Note Insurer. If, however, within 90 days after the Indenture Trustee's or the Note Insurer's notice to the Seller respecting such defect, the Seller has not remedied, or caused to be remedied, the defect and the defect materially and adversely affects the interest of the Owners or the Note Insurer in the related Mortgage Loan, the Depositor, at the Depositor's option, will (or will cause the Seller to) on the next succeeding Remittance Date either (i) if within two years of the Closing Date, substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and deliver any Substitution Adjustment Amount applicable thereto to the Servicer for deposit in the Servicer Collection Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Servicer Collection Account, and provided, in either case, that an opinion of counsel, acceptable to the Indenture Trustee with respect Trustee, to the effect that such Eligible Substitute Mortgage Loan substitution or Mortgage Loans such documents and agreements as purchase will not have a material adverse tax consequence to the Noteholders or the Note Insurer, is delivered in connection therewith. Notwithstanding the foregoing, if any exception described in the Indenture Trustee's 45-day or 180-day review relates solely to the inability of the Seller to deliver the original security instrument, or intervening assignments thereof that are required to be held recorded, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. (c) Notwithstanding any requirement to the contrary herein, at any time the Indenture Trustee in accordance with Section 2.01. For any Collection Period during which the Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Transfer Deposit Amount which amount shall be notified to and deposited by the Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Mortgage Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loans so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Sponsor shall be deemed to have made discovers that with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as any file any of the date documents required to be delivered pursuant to Part I of substitutionExhibit D (i) have not been executed or received, (ii) are not original documents where required to be original documents, or (iii) fail to conform materially to the covenants, representations and warranties description thereof in the Schedule of Mortgage Loans as set forth in Section 2.05. The procedures applied by the Sponsor in selecting each Eligible Substitute Mortgage Loans shall not be materially adverse to the interests of 2.2(a)(iii) hereof, the Indenture Trustee, Trustee shall be permitted to seek the Noteholders and the Credit Enhancerremedies described in Section 2.2(b).