Common use of Acceptance by Trustee; Retransfer of Mortgage Loans Clause in Contracts

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Seller and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 Seller 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the Trustee shall deliver written notice of such deficiency to the Seller, and within five Business Days after the Business Day of such retransfer the Seller 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master Servicer, promptly following It is understood and agreed that the obligation of the Seller to accept a transfer of a Defective Mortgage Loan from or and 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any either convey an Eligible Substitute Mortgage Loan or Loans, the Seller shall, if to make a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For deposit of any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment related Transfer Deposit Amount which amount shall be deposited by the Seller in into the Collection Account at shall constitute the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise sole remedy respecting such defect available to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitutionCertificateholders, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders Trustee and the Credit EnhancerEnhancer against the Seller.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] Provident 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Seller and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 Seller 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the Trustee shall deliver written notice of such deficiency to the Depositor and the Seller, and within five Business Days after the Business Day of such retransfer the Seller, pursuant to the Purchase Agreement, 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller 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 Seller 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 Certificateholders, the Trustee and the Credit Enhancer against the Seller. The Master 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 Master Servicer shall, following such retransfer, appropriately xxxx its mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. The [Seller], [Depositor] promptly following such transfer, shall appropriately xxxx its electronic ledger mark xxx 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 Seller pursuant to this Section that would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest shall not occur if either the Seller 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 Loans, pursuant to the Purchase Agreement, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a)2.01. For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.the

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Transferor and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 Transferor 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the Trustee shall deliver written notice of such deficiency to the Transferor, and within five Business Days after the Business Day of such retransfer the Transferor 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the SellerTransferor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller Transferor 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 Transferor 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 Certificateholders, the Trustee and the Credit Enhancer against the Transferor. The Master 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 Master 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 SellerTransferor, promptly following such transfer, shall appropriately xxxx its electronic ledger 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 Transferor pursuant to this Section that would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest shall not occur if either the Transferor 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. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, Transferor shall deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a)2.01. For any Collection Period during which the Seller Transferor substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Transfer Deposit Amount which amount shall be deposited by the Seller Transferor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer Trust Fund and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer Trust Fund shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Transferor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d)2.04. The procedures applied by the Seller Transferor in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the TrusteesTrustee, the Securityholders Certificateholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Certificate Insurance Policy and the sale and assignment of the Mortgage Loans, Loans and the Related Documents pursuant to the terms of this Agreement and declares that the Trustee holds and will hold such instrument, and documents (to the extent that any documents are delivered required to it pursuant to Section 2(a), will hold such documents, be held by the Trustee hereunder) and all amounts received by it thereunder and hereunder, hereunder in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Credit Enhancer. Certificateholders. (b) If the time to correct or cure any defect in respect of any Mortgage Loan of which the Trustee or the Document Custodian, as the case may be, has notified the Issuer and Provient, Seller following review of the review pursuant to Section 2(a) has expired or if at any time any loss is suffered Mortgage Files by the Trustee on behalf of the Securityholders or the Credit EnhancerDocument Custodian, in respect of as the case may be, has expired without any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File correction or (ii) an Assignment of Mortgage to the Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loanscure, the Seller shall, if a Delivery Event has occurred, deliver to no later than two Business Days immediately preceding the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller Distribution Date in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during month following the Collection Period in which the circumstances giving rise time to correct or cure such substitution occur shall not be a part of defect expired, repurchase the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur related Mortgage Loan (including any property acquired in respect of thereof and any Defective Mortgage Loan so removed by insurance policy or Insurance Proceeds with respect thereto) from the Issuer Trust at a price equal to the Purchase Price, which amount shall be deposited by the Master Servicer in into the Collection Account. Upon Account pursuant to Section 3.2 on such substitution, the Business Day or substitute an Eligible Substitute Mortgage Loan or Loans shall be subject for such Mortgage Loan in accordance with Section 2.7. Promptly upon receipt by the Trustee of written notification signed by a Servicing Officer to the terms of this Agreement in all respectseffect that the Purchase Price for any such Mortgage Loan has been so deposited into the Collection Account, the Document Custodian shall release to the Seller the Mortgage File for the repurchased Mortgage Loan and the Trustee shall execute and deliver to the Seller an assignment substantially in the form of Exhibit E, without recourse, in order to vest in the Seller legal and beneficial ownership of such repurchased or removed Mortgage Loan (including any property acquired in respect thereof and any insurance policy or Insurance Proceeds with respect thereto). The form of assignment attached as Exhibit E may be modified from time to time to the extent required by applicable law, as evidenced by an Opinion of Counsel delivered to the Trustee, it being understood that the Trustee shall be deemed have no responsibility for determining the sufficiency of such assignment for its intended purpose. The obligation of the Seller to have made repurchase or substitute for any Mortgage Loan shall constitute the sole remedy with respect to such Eligible Substitute Mortgage Loan defect available to Certificateholders or Loans, as the Trustee against the Seller on behalf of Certificateholders. An Opinion of Counsel to the date of substitution, the covenants, representations and warranties effect set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan 2.7(d) shall not be materially adverse delivered to the interests of the Trustees, the Securityholders and the Credit EnhancerTrustee in connection with any such repurchase.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage LoansPolicy, and declares that the Trustee holds and will hold such instrument, the Policy and to the extent that any documents are Mortgage Loans delivered to it pursuant to Section 2(a), will hold such documents, 2.01 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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer applicable Seller and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01(b), then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 applicable Seller on such Business Day Day, and the Asset Principal Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Principal Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Trustee shall determine if the reduction of such Principal Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest (a "Transfer Deficiency"), in which event the Trustee shall deliver written notice of such deficiency to the applicable Seller, and within five Business Days after the Business Day of such retransfer the applicable Seller 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the applicable Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the applicable Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer2.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01,then on the next succeeding Business Day 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 Depositor 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.case

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt the sale and assignment of the Policy Mortgage Loans and the Mortgage Loans, Related Documents pursuant to the terms of this Agreement and declares that the Trustee holds and will hold such instrument, and documents (to the extent that any documents are delivered required to it pursuant to Section 2(a), will hold such documents, be held by the Trustee hereunder) and all amounts received by it thereunder and hereunder, hereunder in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders Certificateholders. The parties hereto do hereby create and establish, pursuant to the Credit Enhancer. laws of the State of North Carolina and this Agreement, the Trust, which, for convenience, shall be known as "FURSX Xxxtgage Loan Trust 1998-A." (b) If the time to correct or cure any defect in respect of any Mortgage Loan of which the Trustee or the Document Custodian, as the case may be, has notified the Issuer and Provient, Seller following review of the review pursuant to Section 2(a) has expired or if at any time any loss is suffered Mortgage Files by the Trustee on behalf of the Securityholders or the Credit EnhancerDocument Custodian, in respect of as the case may be, has expired without any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File correction or (ii) an Assignment of Mortgage to the Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loanscure, the Seller shall, if a Delivery Event has occurred, deliver to no later than two Business Days immediately preceding the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller Distribution Date in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during month following the Collection Period in which the circumstances giving rise time to correct or cure such substitution occur shall not be a part of defect expired, repurchase the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur related Mortgage Loan (including any property acquired in respect of thereof and any Defective Mortgage Loan so removed by insurance policy or Insurance Proceeds with respect thereto) from the Issuer Trust at a price equal to the Purchase Price, which amount shall be deposited by the Master Servicer in into the Collection Account. Upon Account pursuant to Section 3.2 on such substitutionBusiness Day or substitute a Mortgage Loan (each, the a "Substitute Mortgage Loan") that is an Eligible Substitute Mortgage Loan or Loans shall be subject for such Mortgage Loan in accordance with Section 2.7. Promptly upon receipt by the Trustee of written notification signed by a Servicing Officer to the terms of this Agreement in all respectseffect that the Purchase Price for any such Mortgage Loan has been so deposited into the Collection Account, the Document Custodian shall release to the Seller the Mortgage File for the repurchased Mortgage Loan and the Trustee shall execute and deliver to the Seller an assignment substantially in the form of Exhibit E, without recourse, in order to vest in the Seller legal and beneficial ownership of such repurchased or removed Mortgage Loan (including any property acquired in respect thereof and any insurance policy or Insurance Proceeds with respect thereto). The form of assignment attached as Exhibit E may be modified from time to time to the extent required by applicable law, as evidenced by an Opinion of Counsel delivered to the Trustee, it being understood that the Trustee shall be deemed have no responsibility for determining the sufficiency of such assignment for its intended purpose. The obligation of the Seller to have made repurchase or substitute for any Mortgage Loan shall constitute the sole remedy with respect to such Eligible Substitute Mortgage Loan defect available to Certificateholders or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by Trustee against the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.on behalf of

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Sponsor and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 reas- signed 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the SellerSponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller 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 Certificateholders, the Trustee and the Credit Enhancer against the Sponsor. The Master 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 Master Servicer shall, following such retransfer, appropriately xxxx mark its records to indicate that it is no longer servicing such xxxx Mortgage Loan on behalf of the Trust. The SellerSponsor, promptly following such transfer, shall appropriately xxxx mark its electronic ledger Electronic Ledger and make appropriate entries in its xxx 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 Transferor Principal Balance to be less than the Minimum Transferor 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 Loans, the Seller Sponsor shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a)2.01. For any Collection Period during which the Seller Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Transfer Deposit Amount which amount shall be deposited by the Seller Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Defec- tive Mortgage Loan so removed by the Issuer Trust shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d)2.04. The procedures applied by the Seller Sponsor in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the TrusteesTrustee, the Securityholders Certificateholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 Depositor 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master Servicer shall, following such retransfer, appropriately xxxx mark its records to indicate that it is no longer servicing such Mortgage Moxxxxge Loan on behalf of the Trust. The Seller, promptly following such transfer, shall appropriately xxxx mark its electronic ledger and make appropriate entries in its general genexxx account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) --------------------------------------------------- The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Transferor and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount 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 retransferredretrans- ferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, to [________] the Transferor 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the Trustee shall deliver written notice of such deficiency to the Transferor, and within five Business Days after the Business Day of such retransfer the Transferor 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the SellerTransferor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller Transferor 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 Transferor 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 Certificateholders, the Trustee and the Credit Enhancer against the Transferor. The Master 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 Master 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 SellerTransferor, promptly following such transfer, shall appropriately xxxx its electronic ledger Electronic Ledger and make appropriate entries in its general account records to reflect such transfer. As Notwithstanding any other provision of this Section, a retransfer of a Defective Mortgage Loan to any the Transferor pursuant to this Section that would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest shall not occur if either the Transferor fails to convey an Eligible Substitute Mortgage Loan or Loans, to deposit into the Seller shall, if a Delivery Event has occurred, deliver to the Trustee Collection Account any related Transfer Deposit Amount required by this Section with respect to the transfer of such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit EnhancerLoan.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If (x) the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Sponsor and Provient, the Depositor following the review pursuant to Section 2(a2.01 has expired in respect of any Mortgage Loan as a result of a material defect in any document constituting a part of its Mortgage File or (y) the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Sponsor and the Depositor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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, provided that interest accrued on the Asset Balance of such Mortgage Loan to the [end of the related Collection Period Period] [Due Date occurring in the calendar month immediately following the calendar month in which such repurchase occurs] shall be the property of the Trust; provided further that, for purposes of clause (x) of this sentence, the Sponsor shall not be obligated to make such retransfer and repurchase if such defect or omission constitutes fraud in the origination of the related Mortgage Loan and the Sponsor did not, at the time of such origination or on the Closing Date, have actual knowledge of such fraud. The Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("Transfer Deficiency"), in which event the 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[, 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the SellerSponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller 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 so accept a transfer of such 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 available to Certificateholders and the Trustee [and the Credit Enhancer] against the Sponsor with respect to all defects and omissions in respect of the Mortgage Files. The Master 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 Master Servicer shall, following such retransfer, appropriately xxxx mark its records to indicate that it is no longer servicing servxxxxg such Mortgage Loan on behalf of the Trust. The SellerSponsor, promptly following such transfer, shall appropriately xxxx mark its electronic ledger Electronic Ledger and make appropriate entries in its ix xxs 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 Transferor Principal Balance to be less than the Minimum Transferor 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 Loans, the Seller Sponsor shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a)2.01. For any Collection Period during which the Seller Sponsor substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Transfer Deposit Amount which amount shall be deposited by the Seller Sponsor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer Trust and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer Trust shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Sponsor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d)2.04. The procedures applied by the Seller Sponsor in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the TrusteesTrustee, the Securityholders Certificateholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 reas- signed and otherwise reconveyed, without recourse, representation or warranty, to [________] the Depositor 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 Period) (the Due Date occurring in the calendar month immediately following the calendar month in which such repurchase occurs) shall be the property of the Trust; provided, further, that the -------- ------- Seller shall not be obligated to make such retransfer and repurchase if such defect or omission constitutes fraud in the origination of the related Mortgage Loan and the Sponsor did not, at the time of such origination or on the Closing Date, have actual knowledge of such fraud. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Defec- tive Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then 2(a), then on the next succeeding Business Day 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 Depositor 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a)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 Certificateholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Trustee has notified the Issuer Transferor and Provient, the Depositor following the review pursuant to Section 2(a) 2.01 has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders Certificateholders 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 Trustee not having been recorded as required by Section 2(a),then 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount, 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 Transferor on such Business Day and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; providedPROVIDED, howeverHOWEVER, 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 Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest ("TRANSFER DEFICIENCY"), in which event the Trustee shall deliver written notice of such deficiency to the Transferor, and within five Business Days after the Business Day of such retransfer the Transferor 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 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 Transferor Principal Balance is not reduced below the Minimum Transferor Interest as a result of the deemed retransfer of a Defective Mortgage Loan, then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the SellerTransferor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller Transferor 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 Transferor 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 Certificateholders, the Trustee and the Credit Enhancer against the Transferor. The Master 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 Master 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 SellerTransferor, promptly following such transfer, shall appropriately xxxx its electronic ledger 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 Transferor pursuant to this Section that would cause the Transferor Principal Balance to be less than the Minimum Transferor Interest shall not occur if either the Transferor 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. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, Transferor shall deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a)2.01. For any Collection Period during which the Seller Transferor substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Transfer Deposit Amount which amount shall be deposited by the Seller Transferor in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer Trust Fund and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer Trust Fund shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Transferor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d)2.04. The procedures applied by the Seller Transferor in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the TrusteesTrustee, the Securityholders Certificateholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 Depositor 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.

Acceptance by Trustee; Retransfer of Mortgage Loans. (a) The Trustee hereby acknowledges its receipt the sale and assignment of the Policy Mortgage Loans and the Mortgage Loans, Related Documents pursuant to the terms of this Agreement and declares that the Trustee holds and will hold such instrument, and documents (to the extent that any documents are delivered required to it pursuant to Section 2(a), will hold such documents, be held by the Trustee hereunder) and all amounts received by it thereunder and hereunder, hereunder in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders Certificateholders. The parties hereto do hereby create and establish, pursuant to the Credit Enhancer. laws of the State of North Carolina and this Agreement, the Trust, which, for convenience, shall be known as "FURSX Xxxtgage Loan Trust 1998-B." (b) If the time to correct or cure any defect in respect of any Mortgage Loan of which the Trustee or the Document Custodian, as the case may be, has notified the Issuer and Provient, Seller following review of the review pursuant to Section 2(a) has expired or if at any time any loss is suffered Mortgage Files by the Trustee on behalf of the Securityholders or the Credit EnhancerDocument Custodian, in respect of as the case may be, has expired without any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File correction or (ii) an Assignment of Mortgage to the Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 [________] 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. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master 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 Seller, promptly following such transfer, shall appropriately xxxx its electronic ledger and make appropriate entries in its general account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loanscure, the Seller shall, if a Delivery Event has occurred, deliver to no later than two Business Days immediately preceding the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller Distribution Date in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during month following the Collection Period in which the circumstances giving rise time to correct or cure such substitution occur shall not be a part of defect expired, repurchase the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur related Mortgage Loan (including any property acquired in respect of thereof and any Defective Mortgage Loan so removed by insurance policy or Insurance Proceeds with respect thereto) from the Issuer Trust at a price equal to the Purchase Price, which amount shall be deposited by the Master Servicer in into the Collection Account. Upon Account pursuant to Section 3.2 on such substitutionBusiness Day or substitute a Mortgage Loan (each, the a "Substitute Mortgage Loan") that is an Eligible Substitute Mortgage Loan or Loans shall be subject for such Mortgage Loan in accordance with Section 2.7. Promptly upon receipt by the Trustee of written notification signed by a Servicing Officer to the terms of this Agreement in all respectseffect that the Purchase Price for any such Mortgage Loan has been so deposited into the Collection Account, the Document Custodian shall release to the Seller the Mortgage File for the repurchased Mortgage Loan and the Trustee shall execute and deliver to the Seller an assignment substantially in the form of Exhibit E, without recourse, in order to vest in the Seller legal and beneficial ownership of such repurchased or removed Mortgage Loan (including any property acquired in respect thereof and any insurance policy or Insurance Proceeds with respect thereto). The form of assignment attached as Exhibit E may be modified from time to time to the extent required by applicable law, as evidenced by an Opinion of Counsel delivered to the Trustee, it being understood that the Trustee shall be deemed have no responsibility for determining the sufficiency of such assignment for its intended purpose. The obligation of the Seller to have made repurchase or substitute for any Mortgage Loan shall constitute the sole remedy with respect to such Eligible Substitute Mortgage Loan defect available to Certificateholders or Loans, as the Trustee against the Seller on behalf of Certificateholders. An Opinion of Counsel to the date of substitution, the covenants, representations and warranties effect set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan 2.7(d) shall not be materially adverse delivered to the interests of the Trustees, the Securityholders and the Credit EnhancerTrustee in connection with any such repurchase.

Acceptance by Trustee; Retransfer of Mortgage Loans. The Trustee hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2(a), 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 Trustee has notified the Issuer and Provient, the Depositor following the review pursuant to Section 2(a) has expired or if at any time any loss is suffered by the Trustee on behalf of the Securityholders 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 Trustee not having been recorded as required by Section 2(a),then on the next succeeding Business Day 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 Depositor 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 Period] [the Due Date occurring in the calendar month immediately following the calendar month in which such repurchase occurs] shall be the property of the Trust; provided, further, that the Seller shall not be obligated to make such retransfer and repurchase if such defect or omission constitutes fraud in the origination of the related Mortgage Loan and the Sponsor did not, at the time of such origination or on the Closing Date, have actual knowledge of such fraud. Upon receipt of any Eligible Substitute Mortgage Loan or then as promptly as practicable following such deemed transfer, the Trustee shall execute such documents and instruments of transfer presented by the Seller, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Seller to effect such transfer by the Trust of such Defective Mortgage Loan pursuant to this Section. The Master 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 Master Servicer shall, following such retransfer, appropriately xxxx mark its records to indicate that it is no longer servicing such Mortgage Xxxtgage Loan on behalf of the Trust. The Seller, promptly following such transfer, shall appropriately xxxx mark its electronic ledger and make appropriate entries in its general gxxxxal account records to reflect such transfer. As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall, if a Delivery Event has occurred, deliver to the Trustee with respect to such Eligible Substitute Mortgage Loan or Loans such documents and agreements as are required to be held by the Trustee in accordance with Section 2(a). For any Collection Period during which the Seller substitutes one or more Eligible Substitute Mortgage Loans, the Master Servicer shall determine the Substitution Adjustment Deposit Amount which amount shall be deposited by the Seller in the Collection Account at the time of substitution. All amounts received in respect of the Eligible Substitute Mortgage Loan or Loans during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Issuer and shall not be deposited by the Master Servicer in the Collection Account. All amounts received by the Master Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Issuer shall be deposited by the Master Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 2(d). The procedures applied by the Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Trustees, the Securityholders and the Credit Enhancer.