Common use of Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent Clause in Contracts

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral Agent, on behalf of the Indenture Trustee, agrees to: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral AgentAgent is authorized and directed, on behalf of the Indenture Trustee, agrees toto do the following: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has appears, on its face, not to have been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagorinitialed), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify report to the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral AgentAgent is authorized and directed, on behalf of the Indenture Trustee, agrees toto do the following: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has appears, on its face, not to have been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagorinitialed), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify report to the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral Agent, on behalf of the Indenture Trustee, agrees to: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer Trustee and the Unaffiliated SellerServicer, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage - Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller Depositor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated SellerDepositor, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Loan Sale Agreement, the Unaffiliated Seller Depositor and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller Depositor or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller Depositor and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Loan Sale Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Loan Sale Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller Depositor the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller Depositor as may be necessary to transfer such Mortgage Loan to the Unaffiliated SellerDepositor. The Collateral Agent shall notify the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller Depositor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral Agent, on behalf of the Indenture Trustee, agrees to: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.related

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral AgentAgent is authorized and directed, on behalf of the Indenture Trustee, agrees toto do the following: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has appears, on its face, not to have been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagorinitialed), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify report to the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance of the Trust Estate; Certain Substitutions; Certification by the Collateral Agent. (a) The Indenture Trustee agrees to execute and deliver to the Depositor, the Note Insurer, the Collateral Agent and the Servicer on or prior to the Closing Date an acknowledgement of receipt of the Note Insurance Policy in the form attached as Exhibit B hereto. (b) The Collateral Agent, on behalf of the Indenture Trustee, agrees to: (i) execute and deliver to the Depositor, the Note Insurer, the Indenture Trustee, the Servicer and the Unaffiliated Seller, on or prior to the Closing Date or any Subsequent Transfer Date, as applicable, with respect to each Mortgage Loan transferred on such date, an acknowledgement of receipt of the Mortgage File containing the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit C hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Collateral Agent, on behalf of the Indenture Trustee, in trust upon and subject to the conditions set forth herein, for the benefit of the Noteholders and the Note Insurer. (ii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within thirty (30) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within thirty (30) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee and the Note Insurer a certification, in the form attached hereto as Exhibit D, to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to have been initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. (iii) to review (or cause to be reviewed) each Indenture Trustee's Mortgage File within ninety (90) days after the Closing Date or any Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loans, within ninety (90) days after the receipt by the Collateral Agent, on behalf of the Indenture Trustee, thereof), and to deliver to the Unaffiliated Seller, the Servicer, the Depositor, the Indenture Trustee, the Rating Agencies and the Note Insurer a certification in the form attached hereto as Exhibit E to the effect that, except as otherwise noted, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.05 are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if they reasonably appear to be initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Indenture Trustee's Mortgage File delivered on such date. In performing any such review, the Collateral Agent may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent's review of the Indenture Trustee's Mortgage Files is limited solely to confirming that the documents listed in Section 2.05 have been executed and received and relate to the Indenture Trustee's Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) If the Collateral Agent during the process of reviewing the Indenture Trustee's Mortgage Files finds any document constituting a part of a Indenture Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Collateral Agent shall promptly so notify the Servicer, the Back-up Servicer, the Unaffiliated Seller, the Originators, the Note Insurer and the Indenture Trustee. Pursuant to Section 2.06(b) of the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of an Indenture Trustee's Mortgage File of which it is so notified by the Collateral Agent. If, however, within sixty (60) days after the Collateral Agent's notice to it respecting such defect the Unaffiliated Seller or the Originators have not caused to be remedied the defect and the defect materially and adversely affects the interest of the Noteholders and the Note Insurer in the related Mortgage Loan, the Unaffiliated Seller and the Originators will be obligated, pursuant to Section 3.05 of the Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05 of the Unaffiliated Seller's Agreement or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Repurchase Price. Upon receipt by the Collateral Agent and the Indenture Trustee of a certification, in the form attached hereto as Exhibit F, of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt by the Collateral Agent, on behalf of the Indenture Trustee, of the related Indenture Trustee's Mortgage File, and the deposit of the amounts described above in the Collection Account, the Collateral Agent shall release to the Servicer for release to the Unaffiliated Seller the related Indenture Trustee's Mortgage File and the Indenture Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Collateral Agent shall notify the Indenture Trustee, who shall notify the Note Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.